AMENDMENT NO. 1 TO LETTER OF CREDIT AGREEMENT

Exhibit 10.2

Execution Version

AMENDMENT NO. 1 TO LETTER OF CREDIT AGREEMENT

This AMENDMENT NO. 1 TO LETTER OF CREDIT AGREEMENT (“Amendment”) entered into and effective as of October 21, 2019 (the “Amendment No. 1 Effective Date”) is by and among McDermott Technology (Americas), Inc., a Delaware corporation (“MTA”), McDermott Technology (US), Inc. a Delaware corporation (“MTUS”), McDermott Technology B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (“MTBV” and together with MTA and MTUS, collectively the “Applicants”, each an “Applicant”), XxXxxxxxx International, Inc. a Panamanian corporation (the “Parent”), the Participants party hereto (as defined in the Letter of Credit Agreement (as defined below)) and the Guarantors (as defined in the Letter of Credit Agreement).

RECITALS

A. Whereas, reference is made to that certain Letter of Credit Agreement dated as of October 30, 2018 among the Applicants, the Parent, the Participants and Issuers party thereto from time to time (“Participants”) and Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time, the “Letter of Credit Agreement”).

B. Whereas the Parent and the Applicants have requested that the Requisite Participants consent to certain amendments as more fully set forth herein.

C. Whereas, subject to the terms and conditions set forth herein, the parties hereto wish to amend the Letter of Credit Agreement.

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

1. Defined Terms. As used in this Amendment, each of the terms defined in the opening paragraph and the Recitals above shall have the meanings assigned to such terms therein. Each term defined in the Letter of Credit Agreement and used herein without definition shall have the meaning assigned to such term in the Letter of Credit Agreement (as amended hereby), unless expressly provided to the contrary.

2. Other Definitional Provisions. Article, Section, Schedule, and Exhibit references are to Articles and Sections of and Schedules and Exhibits to this Amendment, unless otherwise specified. The words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Amendment shall refer to this Amendment as a whole and not to any particular provision of this Amendment. The term “including” means “including, without limitation,”. Paragraph headings have been inserted in this Amendment as a matter of convenience for reference only and it is agreed that such paragraph headings are not a part of this Amendment and shall not be used in the interpretation of any provision of this Amendment.

3. Amendments to Letter of Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 5 herein, the Letter of Credit Agreement shall be amended effective as of Amendment No. 1 Effective Date by deleting 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 Letter of Credit Agreement attached as Exhibit A hereto.

4. Representations and Warranties. Each Credit Party represents and warrants that:

(a) after giving effect to this Amendment, all representations and warranties made by any Credit Party in the Letter of Credit Agreement and the other Credit Documents that have no materiality or Material Adverse Effect qualification are true and correct in all material respects and the representations and warranties in the Letter of Credit Agreement and in the other Credit Documents that have a materiality or Material Adverse Effect qualification are true and correct in all respects, in each case with the same effect as though made on and as of the Amendment No. 1 Effective Date or, to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date;

(b) after giving effect to this Amendment, no Default or Event of Default exists and is continuing as of the Amendment No. 1 Effective Date;

(c) the execution, delivery and performance of this Amendment are within the Applicants’, Guarantors’ and Parent’s corporate, limited liability company, partnership or other organizational powers, as applicable, and have been duly authorized by appropriate organizational and governing action and proceedings;

(d) each person who is executing this Amendment on behalf of the Applicants, the Parent and each other Guarantor has the full power, authority and legal right to do so, and this Amendment has been duly executed by such person and delivered to the Administrative Agent; and

(e) this Amendment is the legal, valid and binding obligation of each Credit Party, enforceable against such Credit Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

5. Conditions to Effectiveness. This Amendment shall become effective as of the Amendment No. 1 Effective Date and enforceable against the parties hereto upon the occurrence of the following conditions precedent:

(a) The Administrative Agent shall have received this Amendment, executed by each Applicant, the Parent, each Guarantor and the Requisite Participants in such counterparts as shall be acceptable to the Administrative Agent.

(b) The representations and warranties of each Credit Party contained in this Amendment, the Letter of Credit Agreement and the other Loan Documents that have no

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materiality or Material Adverse Effect qualification shall be true and correct in all material respects and the representations and warranties set forth in this Amendment, the Letter of Credit Agreement and in the other Loan Documents that have a materiality or Material Adverse Effect qualification shall be true and correct in all respects, in each case with the same effect as though made on and as of the Amendment No. 1 Effective Date or, to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date.

(c) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing as of the Amendment No. 1 Effective Date.

(d) There shall have been paid to the Administrative Agent, for the account of the Administrative Agent, the Issuers and the Participants, as applicable, all retainers, fees and expenses (including the retainers, fees and expenses of the Administrative Agent’s counsel in each relevant jurisdiction to the extent the Parent has received an invoice therefor) due and payable pursuant to Section 11.3 of the Letter of Credit Agreement or otherwise invoiced to be applied to amounts to become due and payable pursuant to Section 11.3 of the Letter of Credit Agreement, whether in connection with this Amendment or otherwise, on or before the Amendment No. 1 Effective Date.

(e) The Administrative Agent shall have received an effective amendment, in form and substance satisfactory to each Administrative Agent, in respect of the Credit Agreement, dated as of May 10, 2018 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), by and among the Applicants, as borrowers, the Parent, the lenders from time to time party thereto, Crédit Agricole Corporate and Investment Bank, as administrative agent for the Revolving Facility (as defined therein) and the LC Facility (as defined therein), and Barclays Bank PLC, as administrative agent for the Term Facility (as defined therein), executed by each Applicant, the Guarantors and the requisite Participants party to the Credit Agreement.

(f) The Administrative Agent shall have received a copy of the Priming Credit Agreement, in form and substance satisfactory to the Administrative Agent, executed by each Applicant party thereto, the Guarantors party thereto, and the financial institutions party thereto as lenders, and the “Effective Date” (as defined in such Priming Credit Agreement) shall occur substantially simultaneously with the Amendment No. 1 Effective Date.

(g) The Administrative Agent shall have received the Closing Date Financial Statements (as defined in the Priming Credit Agreement) and the Projections (as defined in the Priming Credit Agreement).

6. [Reserved].

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7. Reaffirmation of Credit Support.

(a) The Credit Parties acknowledge that on and as of the Amendment No. 1 Effective Date all Obligations are payable without defense, offset, counterclaim or recoupment. Each of the Applicants and each Guarantor (collectively, the “Credit Support Parties”) has read this Amendment and consents to the terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of such Credit Support Party under, and the Liens granted by such Credit Support Party as collateral security for the Indebtedness, obligations and liabilities evidenced by the Letter of Credit Agreement and the other Credit Documents (as amended hereby) pursuant to, each of the Credit Documents (as amended hereby) to which such Credit Support Party is a party shall not be impaired, and each of the Credit Documents (as amended hereby) to which such Credit Support Party is a party is, and shall continue to be, in full force and effect and are hereby confirmed and ratified in all respects.

(b) Each Credit Support Party (other than the Applicants) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Letter of Credit Agreement or any other Credit Document to consent to the amendments to the Letter of Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Letter of Credit Agreement (as amended hereby), this Amendment or any other Credit Document (as amended hereby) shall be deemed to require the consent of such Credit Support Party to any future amendments to the Letter of Credit Agreement.

8. Acknowledgments and Agreements.

(a) The Applicants do hereby adopt, ratify, and confirm the Letter of Credit Agreement, as amended hereby, and acknowledge and each agree that the Letter of Credit Agreement, as amended hereby, is and remains in full force and effect, and each Applicant acknowledges and agrees that its liabilities and obligations under the Letter of Credit Agreement, as amended hereby, and the other Credit Documents, are not impaired in any respect by this Amendment.

(b) From and after the Amendment No. 1 Effective Date, all references to the Letter of Credit Agreement and the Credit Documents shall mean the Letter of Credit Agreement and such Credit Documents as amended by this Amendment and the other documents executed pursuant hereto. This Amendment is a Credit Document for the purposes of the provisions of the other Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Amendment shall be a Default or Event of Default, as applicable, under the Letter of Credit Agreement.

9. Miscellaneous.

(a) Except as specifically modified by this Amendment, the Letter of Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed.

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(b) The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent, Participant or Issuer under, the Letter of Credit Agreement or any of the other Credit Documents.

(c) The Participants party hereto hereby authorize and direct the Administrative Agent, in its capacity as such, to execute and deliver the “Act of Parity Debtholders & Act of Secured Debtholders” in substantially the form attached hereto as Exhibit B hereto.

10. [Reserved].

11. Counterparts. This Amendment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart hereof.

12. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted pursuant to the Letter of Credit Agreement; provided that, notwithstanding anything herein to the contrary, the parties hereto hereby agree that Barclays Bank PLC, in its capacity as Administrative Agent, shall have rights as a third party beneficiary to the terms, conditions and provisions of this Amendment.

13. Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO (INCLUDING THE SUBMISSION TO JURISDICTION IN SECTION 11.12 OF THE LETTER OF CREDIT AGREEMENT) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS.

15. Entire Agreement. THIS AMENDMENT, THE LETTER OF CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS COLLECTIVELY REPRESENT THE FINAL AGREEMENT BY AND AMONG PARTICIPANTS, THE ADMINISTRATIVE AGENT AND APPLICANTS AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTICIPANTS, THE ADMINISTRATIVE AGENT AND APPLICANTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG PARTICIPANTS, THE ADMINISTRATIVE AGENT AND APPLICANTS.

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16. Release. EACH OF THE PARENT, EACH APPLICANT AND THE OTHER CREDIT PARTIES AND THEIR AFFILIATES ON BEHALF OF THEMSELVES AND THEIR FORMER AND CURRENT RELATED PARTIES AND EACH OF THEIR PREDECESSORS, ADMINISTRATIVE AGENT, EMPLOYEES, SUCCESSORS AND ASSIGNS (THE “RELEASING PARTIES”) HEREBY ACKNOWLEDGES AND AGREES THAT IT DOES NOT HAVE ANY CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, OR LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE AMENDMENT NO. 1 EFFECTIVE DATE IN CONNECTION WITH THE LETTER OF CREDIT AGREEMENT, COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT OR ANY CREDIT DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREUNDER, IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE (EACH A “CAUSE OF ACTION”) THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF THE LIABILITY OF ANY APPLICANT TO REPAY OR ANY GUARANTOR TO GUARANTEE THE OBLIGATIONS AS PROVIDED IN THE LETTER OF CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM ANY AGENT, ANY PARTICIPANT OR ANY ISSUER OR ANY OF THEIR RESPECTIVE CURRENT OR FORMER RELATED PARTIES AND EACH OF THEIR PREDECESSORS, ADMINISTRATIVE AGENT, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”). EACH OF THE RELEASING PARTIES HEREBY VOLUNTARILY AND KNOWINGLY, FOR VALUABLE CONSIDERATION RECEIVED, RELEASES AND FOREVER DISCHARGES THE RELEASED PARTIES FROM ALL POSSIBLE CAUSES OF ACTION (AS DEFINED ABOVE) WHICH ANY OF THE RELEASING PARTIES MAY NOW HAVE AGAINST THE RELEASED PARTIES, IF ANY, INCLUDING, WITHOUT LIMITATION, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LETTER OF CREDIT AGREEMENT OR OTHER CREDIT DOCUMENTS, AND NEGOTIATION AND EXECUTION OF THIS AMENDMENT.

[SIGNATURES BEGIN ON NEXT PAGE]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written.


MCDERMOTT TECHNOLOGY (AMERICAS), INC., as Applicant

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Treasurer

MCDERMOTT TECHNOLOGY (US), INC., as Applicant

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Treasurer

MCDERMOTT TECHNOLOGY, B.V., as Applicant

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Attorney

XXXXXXXXX INTERNATIONAL, INC., as Parent

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Vice President, Treasurer

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT


CB&I BRAZIL HOLDINGS, INC. CB&I ENERGY SERVICES, LLC CB&I FABRICATION, LLC CB&I GROUP INC. CB&I HOLDCO INTERNATIONAL, LLC CB&I HOLDCO, LLC CB&I INTERNATIONAL, INC. CB&I INTERNATIONAL, LLC CB&I LAKE XXXXXXX, L.L.C. CB&I OFFSHORE SERVICES, INC. CB&I POWER INTERNATIONAL, INC. CB&I POWER, LLC CB&I RIO GRANDE HOLDINGS, L.L.C. CB&I RIO GRANDE VALLEY FABRICATION & MANUFACTURING, L.L.C. CB&I XXXXXX LA, L.L.C. INTERNATIONAL CONSULTANTS, L.L.C. J. RAY HOLDINGS, INC. XXXXXXXXX, INC. XXXX PROPERTIES II, INC. XXXX ENERGY SERVICES, INC. XXXX FABRICATORS, INC. XXXX HOME LOUISIANA, LLC XXXX XX HOLDINGS, L.L.C. XXXX MANAGED SERVICES, LLC XXXX NUCLEAR ENERGY HOLDINGS (UK), INC. XXXX POWER DELIVERY SYSTEMS, INC. XXXX POWER SERVICES, LLC XXXX PROCESS FABRICATORS, INC. XXXX SERVICES, L.L.C. XXXX SSS FABRICATORS, INC.

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Assistant Treasurer

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT


CATALYTIC DISTILLATION TECHNOLOGIES CB&I INTERNATIONAL ONE, LLC CBI SERVICES, LLC CHEMICAL RESEARCH AND LICENSING, LLC EDS EQUIPMENT COMPANY, LLC XXXXXX CONSULTANTS INTERNATIONAL LLC S C XXXXX, L.L.C. XXXX FAR EAST SERVICES, LLC XXXX POWER SERVICES GROUP, L.L.C. CB&I STORAGE TANK SOLUTIONS LLC CB&I STS DELAWARE LLC CB&I STS HOLDINGS LLC CBI COMPANY LTD. CSA TRADING COMPANY LTD. OCEANIC CONTRACTORS, INC. XXXX NC COMPANY, INC.

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Authorized Person

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT


XXXX BENECO, INC. XXXX INTERNATIONAL MANAGEMENT SERVICES TWO, INC. XXXX MANAGEMENT SERVICES ONE, INC. XXXX POWER TECHNOLOGIES, INC. XXXX TRANSMISSION & DISTRIBUTION SERVICES, INC.

By:		/s/ Xxxx Xxxxxx
Name:		Xxxx Xxxxxx
Title:		President

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT


HYDRO MARINE SERVICES, INC. J. XXX XXXXXXXXX INTERNATIONAL, INC. J. XXX XXXXXXXXX, X.X. XXXXXXXXX (AMAZON CHARTERING), INC. MCDERMOTT GULF OPERATING COMPANY, INC. XXXXXXXXX INTERNATIONAL MANAGEMENT, S. DE RL. XXXXXXXXX INTERNATIONAL TRADING CO., INC. XXXXXXXXX INTERNATIONAL VESSELS, INC. J. XXX XXXXXXXXX FAR EAST, INC. J. XXX XXXXXXXXX UNDERWATER SERVICES, INC. MCDERMOTT CASPIAN CONTRACTORS, INC. XXXXXXXXX INTERNATIONAL INVESTMENTS CO., INC. MCDERMOTT MIDDLE EAST, INC. MCDERMOTT OLD JV OFFICE, INC. MCDERMOTT OVERSEAS, INC. MCDERMOTT SUBSEA, INC. EASTERN MARINE SERVICES, INC. MCDERMOTT OFFSHORE SERVICES COMPANY, INC. NORTH ATLANTIC VESSEL, INC.

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Treasurer

CBI PANAMA, S.A.

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Authorized Person

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT


Executed as a Deed by
CB&I MIDDLE EAST HOLDING, INC.

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Treasurer

Witnessed

By:		/s/ Xxxx XxXxxxx
Name:		Xxxx XxXxxxx
Title:		Associate

Executed as a Deed by
ENVIRONMENTAL SOLUTIONS (CAYMAN) LTD.

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Treasurer

Witnessed

By:		/s/ Xxxx XxXxxxx
Name:		Xxxx XxXxxxx
Title:		Associate

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT


Executed as a Deed by
ENVIRONMENTAL SOLUTIONS HOLDING LTD.

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Treasurer

Witnessed

By:		/s/ Xxxx XxXxxxx
Name:		Xxxx XxXxxxx
Title:		Associate

Executed as a Deed by
ENVIRONMENTAL SOLUTIONS LTD.

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Authorized Person

Witnessed

By:		/s/ Xxxx XxXxxxx
Name:		Xxxx XxXxxxx
Title:		Associate

Executed as a Deed by
HIGHLAND TRADING COMPANY, LTD.

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Authorized Person

Witnessed

By:		/s/ Xxxx XxXxxxx
Name:		Xxxx XxXxxxx
Title:		Associate

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT


Executed as a Deed by
OASIS SUPPLY COMPANY, LTD.

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Authorized Person

Witnessed

By:		/s/ Xxxx XxXxxxx
Name:		Xxxx XxXxxxx
Title:		Associate

Executed as a Deed by
XXXX E & I INTERNATIONAL LTD.

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Treasurer

Witnessed

By:		/s/ Xxxx XxXxxxx
Name:		Xxxx XxXxxxx
Title:		Associate

Executed as a Deed by
XXXX OVERSEAS (MIDDLE EAST) LTD.

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Treasurer

Witnessed

By:		/s/ Xxxx XxXxxxx
Name:		Xxxx XxXxxxx
Title:		Associate

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT


Executed as a Deed by
J. XXX XXXXXXXXX INTERNATIONAL VESSELS, LTD.

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Assistant Treasurer

Witnessed

By:		/s/ Xxxx XxXxxxx
Name:		Xxxx XxXxxxx
Title:		Associate

Executed as a Deed by
MCDERMOTT CAYMAN LTD.

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Assistant Treasurer

Witnessed

By:		/s/ Xxxx XxXxxxx
Name:		Xxxx XxXxxxx
Title:		Associate

Executed as a Deed by
OFFSHORE PIPELINES INTERNATIONAL, LTD.

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Assistant Treasurer

Witnessed

By:		/s/ Xxxx XxXxxxx
Name:		Xxxx XxXxxxx
Title:		Associate

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT


J. XXX XXXXXXXXX (NORWAY), AS

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Treasurer

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT


CB&I CANADA LTD. XXXXXX CBI, LIMITED LUTECH RESOURCES CANADA LTD.

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Authorized Person

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT


MCDERMOTT TECHNOLOGY, B.V. CB&I COJAFEX B.V. CB&I EUROPE B.V. CB&I HOLDINGS B.V. CB&I POWER COMPANY B.V. CB&I RUSLAND B.V. CBI COMPANY B.V. CBI COMPANY TWO B.V. CHICAGO BRIDGE & IRON COMPANY B.V. COMET II B.V. XXXXXXX FINANCE COMPANY B.V. XXXXXX TECHNOLOGY B.V. LUTECH PROJECT SOLUTIONS B.V. LUTECH PROJECTS B.V. MCDERMOTT TECHNOLOGY (2), B.V. MCDERMOTT TECHNOLOGY (3), B.V. NETHERLANDS OPERATING COMPANY B.V.

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Attorney

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT


NOVOLEN TECHNOLOGY HOLDINGS C.V.
By:		McDermott Technology (3), B.V., acting in its capacity as general partner /s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Attorney

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT

Executed by J. XXX XXXXXXXXX (AUST.) HOLDING PTY. LIMITED. ACN 002 797 668 by its Treasurer under power of attorney which the Treasurer has received no notice of the revocation of the power:

/s/ Xxxxx Xxxxxxxx

Signature of Treasurer

Xxxxx Xxxxxxxx

Name of Treasurer (print)

Executed by MCDERMOTT AUSTRALIA PTY. LTD. ACN 002 736 352 by its Treasurer under power of attorney which the Treasurer has received no notice of the revocation of the power:

/s/ Xxxxx Xxxxxxxx

Signature of Treasurer

Xxxxx Xxxxxxxx

Name of Treasurer (print)

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT

Executed by CBI CONSTRUCTORS PTY LTD ACN 000 612 411 by its Treasurer under power of attorney which the Treasurer has received no notice of the revocation of the power:

/s/ Xxxxx Xxxxxxxx

Signature of attorney

Xxxxx Xxxxxxxx

Name of Treasurer (print)

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT


CHICAGO BRIDGE & IRON (ANTILLES) N.V. XXXXXXXXX INTERNATIONAL MARINE INVESTMENTS N.V. MCDERMOTT OVERSEAS INVESTMENT CO. N.V. VARSY INTERNATIONAL N.V.

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Attorney

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT


SIGNED AND DELIVERED for and on behalf of and as the deed of CB & I FINANCE COMPANY LIMITED by its lawfully appointed attorney

XXXXX XXXXXXXX in the presence of: (Signature of Witness): /s/ Xxxx XxXxxxx (Name of Witness): Xxxx XxXxxxx (Address of Witness): Xxxxxxxx & Xxxxx, 000 Xxxx Xx., Xxxxxxx, XX 00000 (Occupation of Witness): Associate		/s/ Xxxxx Xxxxxxxx Attorney

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT


Executed and Delivered as a Deed by
XXXXX & CO LIMITED

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Authorised Person

Witnessed

By:		/s/ Xxxx XxXxxxx
Name:		Xxxx XxXxxxx
Title:		Associate

Executed and Delivered as a Deed by
CB&I CONSTRUCTORS LIMITED

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Authorised Person

Witnessed

By:		/s/ Xxxx XxXxxxx
Name:		Xxxx XxXxxxx
Title:		Associate

Executed and Delivered as a Deed by
CB&I GROUP UK HOLDINGS

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Authorised Person

Witnessed

By:		/s/ Xxxx XxXxxxx
Name:		Xxxx XxXxxxx
Title:		Associate

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT


Executed and Delivered as a Deed by
CB&I HOLDINGS (UK) LIMITED

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Authorised Person

Witnessed

By:		/s/ Xxxx XxXxxxx
Name:		Xxxx XxXxxxx
Title:		Associate

Executed and Delivered as a Deed by
CB&I LONDON

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Authorised Person

Witnessed

By:		/s/ Xxxx XxXxxxx
Name:		Xxxx XxXxxxx
Title:		Associate

Executed and Delivered as a Deed by
CB&I PADDINGTON LIMITED

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Authorised Person

Witnessed

By:		/s/ Xxxx XxXxxxx
Name:		Xxxx XxXxxxx
Title:		Associate

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT


Executed and Delivered as a Deed by
CB&I POWER LIMITED

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Authorised Person

Witnessed

By:		/s/ Xxxx XxXxxxx
Name:		Xxxx XxXxxxx
Title:		Associate

Executed and Delivered as a Deed by
CB&I UK LIMITED

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Authorised Person

Witnessed

By:		/s/ Xxxx XxXxxxx
Name:		Xxxx XxXxxxx
Title:		Associate

Executed and Delivered as a Deed by
CBI UK CAYMAN ACQUISITION LIMITED

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Authorised Person

Witnessed

By:		/s/ Xxxx XxXxxxx
Name:		Xxxx XxXxxxx
Title:		Associate

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT


Executed and Delivered as a Deed by
XXXXXX CONSULTANTS INTERNATIONAL LIMITED

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Authorised Person

Witnessed

By:		/s/ Xxxx XxXxxxx
Name:		Xxxx XxXxxxx
Title:		Associate

Executed and Delivered as a Deed by
LUTECH RESOURCES LIMITED

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Authorised Person

Witnessed

By:		/s/ Xxxx XxXxxxx
Name:		Xxxx XxXxxxx
Title:		Associate

Executed and Delivered as a Deed by
OXFORD METAL SUPPLY LIMITED

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Authorised Person

Witnessed

By:		/s/ Xxxx XxXxxxx
Name:		Xxxx XxXxxxx
Title:		Associate

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT


Executed and Delivered as a Deed by
PIPEWORK ENGINEERING AND DEVELOPMENTS LIMITED

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Authorised Person

Witnessed

By:		/s/ Xxxx XxXxxxx
Name:		Xxxx XxXxxxx
Title:		Associate

Executed and Delivered as a Deed by
XXXX XXXX LIMITED

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Authorised Person

Witnessed

By:		/s/ Xxxx XxXxxxx
Name:		Xxxx XxXxxxx
Title:		Associate

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT


Executed and Delivered as a Deed by
XXXX GROUP UK LIMITED

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Authorised Person

Witnessed

By:		/s/ Xxxx XxXxxxx
Name:		Xxxx XxXxxxx
Title:		Associate

Executed and Delivered as a Deed by
WHESSOE PIPING SYSTEMS LIMITED

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Authorised Person

Witnessed

By:		/s/ Xxxx XxXxxxx
Name:		Xxxx XxXxxxx
Title:		Associate

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT


Executed and Delivered as a Deed by
MCDERMOTT HOLDINGS (U.K.) LIMITED

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Authorised Person

Witnessed

By:		/s/ Xxxx XxXxxxx
Name:		Xxxx XxXxxxx
Title:		Associate

Executed and Delivered as a Deed by
MCDERMOTT MARINE CONSTRUCTION LIMITED

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Treasurer

Witnessed

By:		/s/ Xxxx XxXxxxx
Name:		Xxxx XxXxxxx
Title:		Associate

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT


CBI EASTERN ANSTALT

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Authorized Person

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT


J. XXX XXXXXXXXX DE MEXICO, S.A. DE X.X. XXXXXXXXX MARINE MEXICO, S.A. DE C.V. SERVICIOS DE FABRICACION DE ALTAMIRA, S.A. DE C.V. SERVICIOS PROFESIONALES DE ALTAMIRA, S.A. DE C.V. CB&I XXXXXXXXX, S. DE X. X. DE C.V..

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Assistant Treasurer

CHICAGO BRIDGE DE MEXICO, S.A. DE C.V.

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Authorized Person

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT


CB&I NEDERLAND B.V. CB&I OIL & GAS EUROPE B.V. XXXXXX TECHNOLOGY HEAT TRANSFER B.V.

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Attorney

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT


CHARTERING COMPANY (SINGAPORE) PTE. LTD J. XXX XXXXXXXXX (QINGDAO) PTE. LTD. MCDERMOTT ASIA PACIFIC PTE. LTD.

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Assistant Treasurer

CHARTERING COMPANY (SINGAPORE) PTE. LTD J. XXX XXXXXXXXX (QINGDAO) PTE. LTD. MCDERMOTT ASIA PACIFIC PTE. LTD.

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Authorized Person

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT

CB&I EL DORADO, INC.

CB&I LLC

CHICAGO BRIDGE & IRON COMPANY

J. XXX XXXXXXXXX TECHNOLOGY, INC.

XXXXXX GASIFICATION

TECHNOLOGY LICENSING LLC

MCDERMOTT BLACKBIRD HOLDINGS, LLC

XXXXXXXXX INVESTMENTS, LLC

OPI VESSELS, INC.

000 XXXX XXXXXX LLC

A & B BUILDERS, LTD.

ASIA PACIFIC SUPPLY CO.

ATLANTIC CONTINGENCY
CONSTRUCTORS II, LLC

ATLANTIS CONTRACTORS INC.

CB&I CLEARFIELD, INC.

CB&I CONNECTICUT, INC.

CB&I FINANCIAL RESOURCES LLC

CB&I GLOBAL, L.L.C.

CB&I HOUSTON 06 LLC

CB&I HOUSTON 07 LLC

CB&I HOUSTON 08 LLC

CB&I HOUSTON 09 LLC

CB&I HOUSTON 10 LLC

CB&I HOUSTON 11 LLC

CB&I HOUSTON 12 LLC

CB&I HOUSTON 13 LLC

CB&I HOUSTON LLC

CB&I TYLER LLC

CBI AMERICAS LTD.

CBI OVERSEAS (FAR EAST) INC.

CBI US HOLDING COMPANY INC.

CENTRAL TRADING COMPANY LTD.

HBI HOLDINGS, LLC

CB&I LAURENS, INC.

CB&I NORTH CAROLINA, INC.

CHICAGO BRIDGE & IRON COMPANY (DELAWARE)

CBI HOLDCO TWO INC.

CHICAGO BRIDGE & IRON COMPANY (NETHERLANDS), LLC

CONSTRUCTORS INTERNATIONAL, L.L.C.

XXXX-XXXXX ENGINEERS, LTD.

XXXX-XXXXX HOLDINGS, L.L.C.

XXXX-XXXXX INTERNATIONAL
MANAGEMENT, LLC

XXXX-XXXXX INTERNATIONAL, L.L.C.

XXXX-XXXXX MANAGEMENT, L.L.C.

J. XXX XXXXXXXXX SOLUTIONS, INC.

XXXXXX TECHNOLOGY INTERNATIONAL LLC

XXXXXX TECHNOLOGY LLC

XXXXXX TECHNOLOGY OVERSEAS LLC

XXXXXX TECHNOLOGY SERVICES LLC

XXXXXX TECHNOLOGY VENTURES LLC

MATRIX ENGINEERING, LTD.

MATRIX MANAGEMENT SERVICES, LLC

MCDERMOTT ENGINEERING, LLC

MCDERMOTT SUBSEA ENGINEERING, INC.

NUCLEAR ENERGY HOLDINGS, L.L.C.

PROSPECT INDUSTRIES (HOLDINGS) INC.

XXXX CONNEX, INC.

XXXX INTERNATIONAL INC.

XXXX TRANSMISSION & DISTRIBUTION SERVICES INTERNATIONAL, INC.

SPARTEC, INC.

TVL LENDER II, INC.

CB&I PROJECT SERVICES GROUP, LLC

CBI OVERSEAS, LLC

LUTECH RESOURCES INC.


By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Treasurer

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT


J. XXX XXXXXXXXX HOLDINGS, LLC MCDERMOTT FINANCE L.L.C.

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Vice President, Treasurer

SIGNATURE PAGE TO AMENDMENT NO. 1 OF LETTER OF CREDIT AGREEMENT


ADMINISTRATIVE AGENT:	BARCLAYS BANK PLC, as Administrative Agent

	By:	/s/ Xxxxxx Xxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxx
	Title:	Managing Director

AMENDMENT NO. 1 TO LETTER OF CREDIT AGREEMENT SIGNATURE PAGE


PARTICIPANT:	BARCLAYS BANK PLC, as a Participant

	By:	/s/ Xxxxxx Xxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxx
	Title:	Managing Director

AMENDMENT NO. 1 TO LETTER OF CREDIT AGREEMENT SIGNATURE PAGE


PARTICIPANT:	CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Participant

	By:	/s/ Xxxxxxxx Xxxxxxx
	Name:	Xxxxxxxx Xxxxxxx
	Title:	Managing Director

	By:	/s/ Xxxxx X. Xxxxxxxx
	Name:	Xxxxx X. Xxxxxxxx
	Title:	Director

AMENDMENT NO. 1 TO LETTER OF CREDIT AGREEMENT SIGNATURE PAGE


PARTICIPANT:	ABN AMRO CAPITAL USA LLC, as a Participant

	By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:

	By:	/s/ Xxxxxxx Xxxxxxx, Xx.
	Name:	Xxxxxxx Xxxxxxx, Xx.
	Title:	Director

AMENDMENT NO. 1 TO LETTER OF CREDIT AGREEMENT SIGNATURE PAGE


PARTICIPANT:	ROYAL BANK OF CANADA, as a Participant

	By:	/s/ H. Xxxxxxxxxxx XxXxxxxx
	Name:	H. Xxxxxxxxxxx XxXxxxxx
	Title:	Authorized Signatory

AMENDMENT NO. 1 TO LETTER OF CREDIT AGREEMENT SIGNATURE PAGE


PARTICIPANT:	Xxxxxxx Xxxxx Bank USA, as a Participant

	By:	/s/ Xxxx Xxxxxxxx
	Name:	Xxxx Xxxxxxxx
	Title:	Authorized Signatory

AMENDMENT NO. 1 TO LETTER OF CREDIT AGREEMENT SIGNATURE PAGE

EXHIBIT A

[Attached]

~~Execution Version~~Exhibit A to Amendment No. 1 to Letter of Credit Agreement

LETTER OF CREDIT AGREEMENT

Dated as of October 30, 2018

among

MCDERMOTT TECHNOLOGY (AMERICAS), INC.,

MCDERMOTT TECHNOLOGY (US), INC.,

and

MCDERMOTT TECHNOLOGY, B.V.,

as Applicants

and

XXXXXXXXX INTERNATIONAL, INC.,

as Parent

and

THE PARTICIPANTS AND ISSUERS PARTY HERETO

and

BARCLAYS BANK PLC,

as Administrative Agent

and

BARCLAYS BANK PLC,

and

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

as Joint Lead Arrangers and Joint Lead Bookrunners

and

BARCLAYS BANK PLC,

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

and

ABN AMRO CAPITAL USA LLC,

as Co-Syndication Agents

TABLE OF CONTENTS


		PAGE
ARTICLE I

Definitions, Interpretation And Accounting Terms			1

Section 1.1	Defined Terms		1
Section 1.2	Computation of Time Periods		4951
Section 1.3	Accounting Terms and Principles		4951
Section 1.4	Certain Terms		4952
Section 1.5	Dutch Terms		5153

ARTICLE II

Letters of Credit			5255

Section 2.1	[Reserved]		5255
Section 2.2	[Reserved]		5255
Section 2.3	[Reserved]		5255
Section 2.4	[Reserved]		5255
Section 2.5	Letters of Credit		5255
Section 2.6	[Reserved]		5357
Section 2.7	Letters of Credit Generally		5357
Section 2.8	Reduction and Termination of the Commitments		5962
Section 2.9	Repayment of Reimbursement Obligations		5962
Section 2.10	Evidence of Debt		5962
Section 2.11	[Reserved]		6063
Section 2.12	Cash Collateralization		6063
Section 2.13	Interest		6063
Section 2.14	[Reserved]		6164
Section 2.15	Fees		6164
Section 2.16	Payments and Computations		6266
Section 2.17	Special Provisions		6468
Section 2.18	Capital Adequacy		6569
Section 2.19	Taxes		6669
Section 2.20	Substitution of Participants		7174
Section 2.21	Mitigation		7275
Section 2.22	Cash Collateral		7275
Section 2.23	Defaulting Participants		7376
Section 2.24	Incremental Facility Commitments		7579¶
~~Section 2.25~~	~~Extension Offers~~		81

-i-

TABLE OF CONTENTS

(CONTINUED)


ARTICLE III

Conditions To Letters Of Credit		7882

Section 3.1	Conditions Precedent to Effectiveness	7882
Section 3.2	Conditions Precedent to Initial Utilization	7882
Section 3.3	Conditions Precedent to Each Letter of Credit	8285

ARTICLE IV

Representations and Warranties		8286

Section 4.1	Corporate Existence; Compliance with Law	8286
Section 4.2	Corporate Power; Authorization; Enforceable Obligations	8386
Section 4.3	Ownership of Applicants; Subsidiaries	8488
Section 4.4	Financial Statements	8588
Section 4.5	Material Adverse Effect	8589
Section 4.6	Solvency	8689
Section 4.7	Litigation	8689
Section 4.8	Taxes	8689
Section 4.9	Full Disclosure	8690
Section 4.10	Margin Regulations	8790
Section 4.11	No Burdensome Restrictions; No Defaults	8790
Section 4.12	Statutory Indebtedness Restrictions	8791
Section 4.13	Use of Proceeds	8791
Section 4.14	Insurance	8891
Section 4.15	Labor Matters	8891
Section 4.16	ERISA	8892
Section 4.17	Environmental Matters	9093
Section 4.18	Intellectual Property	9094
Section 4.19	Title; Real Property	9194
Section 4.20	Mortgaged Vessels	9296
Section 4.21	Anti-Corruption Laws and Sanctions	9296
Section 4.22	EEA Financial Institution	9396
Section 4.23	Security Instruments	9396
Section 4.24	Regulation H	9397
Section 4.25	USA Patriot Xxx	0000
Section 4.26	Beneficial Ownership Certification	9497

ARTICLE V

Financial Covenants		9497

Section 5.1	Fixed Charge Coverage Ratio	9498
Section 5.2	Leverage Ratio	9498
Section 5.3	Minimum Liquidity	9498

-ii-

TABLE OF CONTENTS

(CONTINUED)


ARTICLE VI

Reporting Covenants		9599

Section 6.1	Financial Statements	9599
Section 6.2	Collateral Reporting Requirements	97101
Section 6.3	Default Notices	98102
Section 6.4	Litigation	99103
Section 6.5	Labor Relations	99103
Section 6.6	Tax Returns	99103
Section 6.7	Insurance	99103
Section 6.8	ERISA Matters	~~100~~103
Section 6.9	Environmental Matters	~~100~~104
Section 6.10	Patriot Act Information	~~100~~105
Section 6.11	Other Information	~~101~~105

ARTICLE VII

Affirmative Covenants		~~102~~106

Section 7.1	Preservation of Corporate Existence, Etc.	~~102~~106
Section 7.2	Compliance with Laws, Etc.	~~102~~106
Section 7.3	Conduct of Business	~~102~~106
Section 7.4	Payment of Taxes, Etc.	~~103~~107
Section 7.5	Maintenance of Insurance	~~103~~107
Section 7.6	Access	~~104~~108
Section 7.7	Keeping of Books	~~104~~108
Section 7.8	Maintenance of Properties, Etc.	~~104~~108
Section 7.9	Application of Proceeds	~~105~~109
Section 7.10	Environmental	~~105~~109
Section 7.11	Additional Collateral and Guaranties	~~107~~111
Section 7.12	Real Property	~~109~~113
Section 7.13	Undertaking with Respect to NO 105	~~110~~114
Section 7.14	Additional Undertakings	~~110~~114
Section 7.15	Maturity Date Notice	115

ARTICLE VIII

Negative Covenants		~~111~~115

Section 8.1	Indebtedness	~~111~~115
Section 8.2	Liens, Etc.	~~113~~118
Section 8.3	Acquisitions	~~116~~120
Section 8.4	Sale of Assets	~~116~~121
Section 8.5	Restricted Payments	~~118~~123
Section 8.6	Restriction on Fundamental Changes	~~121~~126
Section 8.7	Change in Nature of Business	~~122~~126

-iii-

TABLE OF CONTENTS

(CONTINUED)


Section 8.8	Transactions with Affiliates	~~122~~127
Section 8.9	Restrictions on Subsidiary Distributions; No New Negative Pledge	~~122~~127
Section 8.10	Modification of Documents	~~123~~128
Section 8.11	Accounting Changes; Fiscal Year	~~123~~128
Section 8.12	Margin Regulations	~~123~~128
Section 8.13	Sale/Leasebacks	~~123~~128
Section 8.14	Capital Expenditures	~~124~~128
Section 8.15	Cancellation of Indebtedness Owed to It	~~124~~129
Section 8.16	No Speculative Transactions	~~124~~129
Section 8.17	Post-Termination Benefits	~~124~~129
Section 8.18	[Reserved]	~~125~~129
Section 8.19	Vessel Flags	~~125~~129
Section 8.20	Payments of Junior Priority Indebtedness	~~125~~130
Section 8.21	Use of Proceeds	~~126~~131
Section 8.22	Restrictions Under the Priming Credit Agreement.	131

ARTICLE IX

Events of Default		~~126~~132

Section 9.1	Events of Default	~~126~~132
Section 9.2	Remedies	~~128~~134
Section 9.3	Actions in Respect of Letters of Credit	~~129~~134

ARTICLE X

The Administrative Agent and Other Agents		~~129~~135

Section 10.1	Authorization and Action	~~129~~135
Section 10.2	Administrative Agent’s Reliance, Etc.	~~131~~136
Section 10.3	The Agents Individually	~~131~~137
Section 10.4	Participant Credit Decision	~~132~~137
Section 10.5	Indemnification	~~132~~137
Section 10.6	Successor Agents	~~133~~138
Section 10.7	Concerning the Collateral and the Collateral Documents	~~134~~140
Section 10.8	Collateral Matters Relating to Related Obligations	~~136~~141
Section 10.9	Other Agents	~~137~~142
Section 10.10	Certain ERISA Matters	~~137~~142

ARTICLE XI

Miscellaneous		~~139~~144

Section 11.1	Amendments, Waivers, Etc.	~~139~~144
Section 11.2	Assignments and Facility Participations	~~142~~148
Section 11.3	Costs and Expenses	~~147~~153

-iv-

TABLE OF CONTENTS

(CONTINUED)


Section 11.4	Indemnities	~~149~~154
Section 11.5	Limitation of Liability	~~151~~157
Section 11.6	Right of Set-off	~~152~~157
Section 11.7	Sharing of Payments, Etc.	~~152~~158
Section 11.8	Notices, Etc.	~~153~~159
Section 11.9	No Waiver; Remedies	~~155~~161
Section 11.10	Binding Effect	~~156~~162
Section 11.11	Governing Law	~~156~~162
Section 11.12	Submission to Jurisdiction; Service of Process	~~156~~162
Section 11.13	Waiver of Jury Trial	~~157~~163
Section 11.14	Marshaling; Payments Set Aside	~~157~~163
Section 11.15	Section Titles	~~157~~163
Section 11.16	Execution in Counterparts	~~158~~163
Section 11.17	Entire Agreement	~~158~~164
Section 11.18	Confidentiality	~~158~~164
Section 11.19	Judgment Currency	~~159~~165
Section 11.20	Severability	~~159~~165
Section 11.21	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	~~160~~165
Section 11.22	Interest Rate Limitation	~~160~~166
Section 11.23	Obligations Joint and Several and Unconditional	~~161~~166
Section 11.24	Acknowledgment Regarding any Supported QFCs	167

ARTICLE XII

Guaranty		168

Section 12.1	The Guaranty	168
Section 12.2	Obligations Unconditional	169
Section 12.3	Reinstatement	170
Section 12.4	Certain Additional Waivers	170
Section 12.5	Remedies	170
Section 12.6	Guarantee of Payment; Continuing Guarantee	~~164~~170

-v-

TABLE OF CONTENTS

(CONTINUED)

Schedules

Schedule II(B) – Issuer Commitments

Schedule III – Commitments

Schedule V – Guarantors

Schedule 1.1 – Joint Ventures

Schedule 3.2(t) – Initial Utilization Date Deliverables

Schedule 4.3 – Ownership of Subsidiaries

Schedule 4.7 – Litigation

Schedule 4.15 – Labor Matters

Schedule 4.16(d) – ERISA Events

Schedule 4.17 – Environmental Matters

Schedule 4.19 – Real Property

Schedule 8.1 – Existing Indebtedness

Schedule 8.2 – Existing Liens

Schedule 8.5 – Existing Investments

Schedule 8.8 – Affiliate Agreements

Schedule 8.19 – Permitted Flags

Exhibits

Exhibit A – Form of Assignment and Acceptance

Exhibit E – Form of Letter of Credit Request

Exhibit H – Form of Compliance Certificate

Exhibit I – Initial Utilization Date Certificate

Exhibit J – Forms of Tax Certificates

-vi-

This Letter of Credit Agreement (this “Agreement”) dated as of October 30, 2018 is among McDermott Technology (Americas), Inc., a Delaware corporation, McDermott Technology (US), Inc., a Delaware corporation and McDermott Technology, B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (each an “Applicant” and collectively the “Applicants”), XxXxxxxxx International, Inc., a Panamanian corporation (the “Parent”), the Participants (as defined below), the Issuers (as defined below), Barclays Bank PLC (“Barclays”), as administrative agent for the LC Facility (as defined below) (in such capacity, and together with its successors pursuant to Section 10.6, the “Administrative Agent”).

The parties to this Agreement agree as follows:

ARTICLE I

DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS

Section 1.1 Defined Terms

As used in this Agreement, the following terms have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Acquisition” means, with respect to any Person, any transaction, or series of related transactions (other than the Business Combination) by which such Person (a) acquires any ongoing business or all or substantially all of the assets of any Person or group of Persons, or division thereof constituting an ongoing business, whether through purchase of assets, merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a partnership, limited liability company, or other entity that is not a corporation constituting an ongoing business; provided, however, that any acquisition of assets, equity securities or ownership interests of a Person that is a Subsidiary of such Person prior to such acquisition shall not constitute an “Acquisition” hereunder.

“Additional LC Capacity” has the meaning specified in the Existing Credit Agreement as of the date hereof, less (a) the Commitments hereunder as of the date hereof and (b) any New Incremental Commitments established pursuant to Section 2.24(b) hereto.

“Administrative Agent” has the meaning specified in the preamble to this Agreement.

“Administrative Questionnaire” means ~~the~~an Aa dministrative Qq uestionnaire in a form supplied by the Administrative Agent.

“Affected Participant” has the meaning specified in Section 2.20.

“Affiliate” means, with respect to any Person, any other Person, directly or indirectly, controlling or that is controlled by or is under common control with such Person. The term “Affiliated” shall have a corresponding meaning. For the purposes of this definition, “control” means the possession of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. The terms “controlled” and “controlling” shall have the meaning correlative thereto.

“Agency Fee Letter” means that certain Agency Fee Letter, dated as of the date hereof, by and among Barclays, the Applicants and Parent.

“Agents” means each of the Administrative Agent, the Collateral Agent, the Syndication Agents, the Arrangers and the Bookrunners.

“Agreement” has the meaning specified in the preamble to this Agreement.

“Altamira Yard” means the property in the industrial development zone adjacent to the Altamira Port, with a surface of 232,511.663 square meters and identified as Polygon 1 “D” (Polígono “D”), located in Altamira, State of Tamaulipas, Mexico.

“Alternate Program” means any program providing for the sale or other disposition of trade or other receivables entered into by the Parent or a Restricted Subsidiary of the Parent on terms customary for such financing transactions, the terms of which arrangement do not impose any recourse or repurchase obligations upon the Parent or any Restricted Subsidiary except for reasonably customary representations, warranties, covenants and indemnities in connection therewith.

“Alternate Program Indebtedness” means, as to any Person at any time, the liabilities of such Person under an Alternate Program that would be outstanding at such time thereunder if the same were structured as a secured lending arrangement rather than a purchase and sale arrangement.

“Alternative Currency” means, at any time, AED, AUD, CAD, CZK, CNY, EUR, GBP, INR, JMD, KWD, NOK, QAR, SAR, MXN, SGD, THB, or any other currency (other than Dollars) acceptable to the Administrative Agent in its sole discretion that at such time is readily available and freely transferable and convertible into Dollars.

“Amazon” means the marine construction vessel with IMO number 9698094.

“Amazon Entity” means McDermott (DLV 2000) Chartering, Inc., a Panamanian corporation.

“Amazon Equipment” means (a) all equipment that (i) is located on the Amazon, (ii) was located on the Amazon and has been removed for repair or storage or (iii) is not located on the Amazon but (A) is being kept for spare parts or replacements of other Amazon Equipment or (B) has been ordered or is under construction, including, in each

-2-

case of this clause (a) and without limitation, all boilers, engines, machinery, masts, spars, boats, anchors, cables, chains, rigging, tackle, capstans, outfit, tools, cranes, pumps, pumping equipment, apparel, furniture, fittings, pipelay, lifting, and construction equipment used or to be used in the operation of the Amazon, spare parts and all other appurtenances thereunto, (b) all fixtures that are located on the Amazon, (c) all intangible property used solely in connection with the operation of the Amazon and (d) any charter, lease, or similar arrangement between the Parent or any Restricted Subsidiary and the owner or operator of the Amazon, together with any guaranty by the Parent or any Restricted Subsidiary of the Parent in respect of any such charter, lease, or similar arrangement.

“Amazon Permitted Debt” means any Indebtedness incurred by the Parent or any of its Subsidiaries to finance the acquisition, improvement, construction, equipping, commissioning, charter and/or lease of the Amazon and/or the Amazon Equipment; provided that such Indebtedness does not exceed the cost of the acquisition, improvement, construction, equipping, commissioning, charter and/or lease of the Amazon and/or the Amazon Equipment, as applicable.¶

“Amendment No. 1 Effective Date” means October 21, 2019.

“Anti-Corruption Laws” means any laws, rules or regulations applicable to the Parent or its Subsidiaries relating to bribery or corruption, including (a) the United States Foreign Corrupt Practices Act of 1977, as amended, (b) the United Kingdom Bribery Act of 2010, as amended, and (c) any other similar law, rule or regulation in any jurisdiction applicable to the Parent or any of its Subsidiaries.

“Anti-Money Laundering Laws” means any laws or regulations relating to money laundering or terrorist financing in any jurisdiction applicable to the Parent or any of its Subsidiaries.

“Applicable LC Fee Rate” means, for any day, the rate per annum set forth below opposite the applicable Level then in effect (based on the Leverage Ratio as reported in the most recent Compliance Certificate delivered to the Administrative Agent under Section 6.1(c) or, prior to the delivery of the initial Compliance Certificate pursuant to Section 6.1(c), Pricing Level 1):


Level	Leverage Ratio	Applicable LC Fee Rate
1	³ 2.50:1.00		2.125	%
2	< 2.50:1.00 and ³ 1.50:1.00		2.000	%
3	< 1.50:1.00		1.875	%

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Any increase or decrease in the Applicable LC Fee Rate resulting from a change in the Leverage Ratio shall become effective on the date a Compliance Certificate is received by the Administrative Agent pursuant to Section 6.1(c); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 1 shall apply, in each case as of the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the date on which such Compliance Certificate is received by the Administrative Agent.

“Applicable Margin” means, for any day, the rate per annum equal to 3.250%. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Margin for any period shall be subject to the provisions of Section 2.13(e).

“Applicable Office” means, with respect to each Participant, its Domestic Office.

“Applicant” has the meaning specified in the preamble to this Agreement.

“Approved Appraiser” means IHS Global Inc., Clarksons, Fearnley or another firm selected by the Parent and approved by the Collateral Agent.

“Approved Fund” means, with respect to an Applicant, any Fund that is advised or managed by (a) such Participant, (b) an Affiliate of such Participant or (c) an entity or Affiliate of an entity that administers or manages such Participants.

“Arranger” means each of Barclays and CA CIB, as a joint lead arranger for the credit facilities evidenced by this Agreement.

“Asset Sale” has the meaning specified in Section 8.4.

“Assignment and Acceptance” means an assignment and acceptance entered into by a Participant and an Eligible Assignee in substantially the form of Exhibit A or any other form approved by the Administrative Agent.

“Authorized Officer” means any Responsible Officer or any other Person designated as an “Authorized Officer” or “Authorized Person” of a Credit Party by prior written notice from such Credit Party to the Administrative Agent, including, without limitation, pursuant to any certificate delivered pursuant to Section 3.2.

“Auto-Renewal LC” has the meaning set forth in Section 2.7(b).¶

“~~Available Amount~~” means an amount equal to the sum of (a) 100% of Retained Excess Cash Flow (as defined in the Existing Credit Agreement as of the date hereof); ~~plus~~ (b) the sum of (i) the cumulative amount of cash and Cash Equivalent proceeds received by the Parent from the sale of Stock (other than Disqualified Stock) of the Parent since May 10, 2018 (including the exercise of warrants or options) and (ii) the Fair Market Value of assets or property received by the Parent as a contribution to its equity capital since May 10, 2018.

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“Available Floating LC Amount” means, at any time, (a) an amount equal to the Additional LC Capacity, less (b) the aggregate amount of obligations secured by Liens permitted under Section 8.2(q).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Base Rate” means, for any period, a fluctuating interest rate per annum as shall be in effect from time to time, which rate per annum shall be equal to the greatest of the following:

(a) the Prime Rate then in effect;

(b) 0.5% per annum plus the Federal Funds Rate then in effect; and

If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Rate or the Eurodollar Rate for any reason, including the inability of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the “Base Rate” shall be determined without regard to clause (b) or (c), as applicable, above until the circumstances giving rise to such inability no longer exist; provided that at no time will the Base Rate be deemed to be less than 0% per annum. Any change in the Base Rate due to a change in the Eurodollar Rate, the Federal Funds Rate or the Prime Rate shall be effective on the effective date of such change in the Eurodollar Rate, the Federal Funds Rate or the Prime Rate, respectively.

“Beaumont Facility” means the real and personal property more particularly described as the “Property” and the 74.091 acre tract identified as Tract No. 1 in that certain Special Warranty Deed dated effective August 3, 2007, from Trinity Industries, Inc., as Grantor thereunder to 000 Xxxx Xxxxxx, Xxx., as Grantee thereunder, recorded as Instrument Number 2007030857 in the Official Public Records of Jefferson County, Texas.

“Beneficial Ownership Certification” has the meaning specified in Section 3.2(j).

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

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“Bookrunner” means each of Barclays and CA CIB, as a joint bookrunner for the credit facilities evidenced by this Agreement.

“Business Combination” means the business combination transactions and the other related transactions of the Parent and the other entities party thereto, consummated or to be consummated pursuant to the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of December 18, 2017, as amended, supplemented or otherwise modified prior to May 10, 2018, and as the same may be further amended, supplemented or otherwise modified from time to time on or after May 10, 2018 in accordance with this Agreement (together with the schedules and exhibits thereto), among the Parent, XxXxxxxxx Technology, B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, McDermott Technology (Americas), Inc. (formerly known as McDermott Technology (Americas), LLC), a Delaware corporation and a wholly owned subsidiary of the Parent, CBI, XxXxxxxxx Technology (US), Inc. (formerly known as McDermott Technology (US), LLC), a Delaware corporation and a wholly owned subsidiary of the Parent, Comet I B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, Comet II B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, CB&I Oil & Gas Europe B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, CB&I Group UK Holdings, a private limited company incorporated in and registered in England and Wales, CB&I Nederland B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, and The Xxxx Group, Inc., a Louisiana corporation.

“Business Day” means a day of the year on which banks are not required or authorized to close in New York City or London.

“CA CIB” means Crédit Agricole Corporate and Investment Bank.

“Capital Expenditures” means, with respect to any Person for any period:

(a) the aggregate of amounts that would be reflected as additions to property, plant or equipment on a consolidated balance sheet of such Person and its Subsidiaries prepared in conformity with GAAP, excluding interest capitalized during construction; minus

(b) the aggregate of such amounts used to acquire assets useful in the Parent’s and its Restricted Subsidiaries’ business to the extent such amounts arose from a sale or disposition of equipment described in Section 8.4(c);

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excluding, however, in the case of the above clause (a), (i) such amounts to the extent financed with the proceeds of Indebtedness permitted to be incurred under Section 8.1(d), (l) or (t), (ii) such amounts to the extent financed with insurance or condemnation proceeds received with respect to loss of, damage to or taking of property of the Parent or any of its Subsidiaries, (iii) such amounts that are capitalized and are relating to asset retirement obligations, and (iv) such amounts recovered or recoverable in the price of a contract with a customer of the Parent or a Restricted Subsidiary.

“Capital Lease” means, with respect to any Person, any lease of (or other arrangement conveying the right to use) property by such Person as lessee that would be accounted for as a capital lease on a balance sheet of such Person prepared in conformity with GAAP. Notwithstanding the foregoing, any lease that would have been accounted for as an operating lease on a balance sheet of such Person prepared in conformity with GAAP as in effect on December 31, 2017 shall be deemed not to be a Capital Lease.

“Capital Lease Obligations” means, with respect to any Person, the capitalized amount of all obligations of such Person or any of its Restricted Subsidiaries under Capital Leases, as determined on a consolidated basis in conformity with GAAP.

“Captive Insurance Subsidiary” means each captive insurance company that is a Subsidiary of the Parent. As of the Initial Utilization Date, the only Captive Insurance Subsidiaries are (a) Boudin Insurance Company, Ltd., a Bermuda corporation, (b) Woodlands International Insurance Ltd, an Irish corporation and, and (c) Lone Star Risk Corporation, a Texas corporation.

“Cash Collateral Account” means any blocked cash collateral account pledged by any Applicant to the Collateral Agent for the benefit of any Issuer and the Participants containing cash deposited pursuant to Section 2.7(b), 2.22, or 9.3 to be maintained at the Collateral Agent’s office.

“Cash Equivalents” means:

(a) securities issued or fully guaranteed or insured by the United States government or any agency thereof;

(b) certificates of deposit, eurodollar time deposits, overnight bank deposits and bankers’ acceptances of (i) any commercial bank organized under the laws of the United States, any state thereof, the District of Columbia, any foreign bank organized in a country belonging to the OECD, or any branch or agency of any of the foregoing, in each case if such bank has a minimum rating at the time of investment of A-1+ by S&P or P-1 by Moody’s, or (ii) any Participant or any branch or agency of any Participant;

(c) commercial paper with a minimum rating of A-1 or AAA by S&P or P-1 or Aaa by Moody’s at the time of acquisition thereof;

(d) demand deposit accounts;

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(e)(i) shares of any money market fund that has net assets of not less than $500,000,000.00 and satisfies the requirements of rule 2a-7 under the Investment Company Act of 1940 and (ii) shares of any offshore money market fund that has net assets of not less than $500,000,000.00 and a $1 net asset mandate;

(f) fully collateralized repurchase agreements; and

(g) other investments permitted by the XxXxxxxxx International Investments Co., Inc. Enhanced Liquidity Portfolio Guidelines dated as of July 21, 2008 (as amended and delivered to the Administrative Agent prior to the Effective Date and as may be otherwise amended from time to time in a manner reasonably satisfactory to the Administrative Agent (provided that the foregoing restriction on amendments shall only be in respect of the inclusion of Cash Equivalents pursuant to this clause (g) and shall not be deemed to be a restriction on any amendment thereto)), or any other cash management guidelines approved by the Parent and the Administrative Agent;

provided, however, that the maturities of all obligations of the type described in clauses (a), (b) and (c) above shall not exceed one year from the date of acquisition thereof.

“CBI” means Chicago Bridge & Iron Company N.V., a public company (naamloze vennootschap) incorporated under the laws of the Netherlands.

“Change in Law” means the occurrence, after the Effective Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or United States or foreign regulatory agencies, in each case, pursuant to Basel III or CRR, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means any of the following:

(a) any “person” or “group” (within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934 as in effect on the date hereof) (excluding the Parent and its Subsidiaries and excluding underwriters in the course of their distribution of Voting Stock in an underwritten registered public offering provided such underwriters shall not hold such Stock for longer than five Business Days) (i) shall own directly or indirectly, beneficially or of record, Stock representing more than 40% of either the aggregate ordinary voting power or the aggregate equity value represented by the issued and outstanding Stock in the Parent or (ii) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors of the Parent;

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(b) [Reserved]; or

(c) the Parent shall cease to own and control, directly or indirectly, 100% of the issued and outstanding Voting Stock of any Applicant on a fully diluted basis.

“Closing Date Financial Statements” means (a) (i) audited consolidated balance sheets of the Parent as at the end of each of the 2015, 2016 and 2017 fiscal years, and related statements of operations, comprehensive income (loss), stockholders’ equity and cash flows of the Parent for each of the 2015, 2016 and 2017 fiscal years and (ii) audited condensed consolidated balance sheets of CBI as at the end of each of the 2015, 2016 and 2017 fiscal years, and related condensed consolidated statements of comprehensive income (loss), shareholders’ equity and cash flows of CBI for each of the 2015, 2016 and 2017 fiscal years and (b) (i) an unaudited consolidated balance sheet of the Parent as at the end of, and related statements of operations, comprehensive income (loss) and cash flows of the Parent for, each fiscal quarter (and the corresponding quarter in the prior fiscal year), other than the fourth fiscal quarter of the Parent’s fiscal year, subsequent to the date of the most recent audited financial statements of the Parent and ended more than 45 days prior to the Initial Utilization Date and (ii) an unaudited condensed consolidated balance sheet of CBI as at the end of, and related condensed consolidated statements of comprehensive income (loss) and cash flows of CBI for, each fiscal quarter (and, in the case of the statement of income and cash flows, the corresponding quarter in the prior fiscal year), other than the fourth fiscal quarter of CBI’s fiscal year, subsequent to the date of the most recent audited financial statements of the Parent and ended on or prior to March 31, 2018.

“Closing Leverage Ratio has the meaning specified in the Existing Credit Agreement as of the date hereof.

“Code” means the Internal Revenue Code of 1986 (or any successor legislation thereto).

“Collateral” means all property and interests in property and proceeds thereof now owned or hereafter acquired by any Credit Party in or upon which a Lien is granted or purported to be granted under any Collateral Document.

“Collateral Agency and Intercreditor Agreement” means that certain Collateral Agency and Intercreditor Agreement dated as of May 10, 2018, by and among the Applicants, the Parent, the other “Grantors” party thereto from time to time, the Revolving and LC Administrative Agent (as defined in the Existing Credit Agreement), the Term Loan Administrative Agent (as defined in the Existing Credit Agreement), the Collateral Agent, Lloyds as a Secured Debt Representative (as defined therein), the Administrative Agent (after giving effect to the Intercreditor Joinder set forth in Section 3.2) as a Secured Debt Representative, and the other financial institutions from time to time party thereto.

“Collateral Agent” has the meaning set forth in the Collateral Agency and Intercreditor Agreement.

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“Collateral Documents” means the Pledge and Security Agreement, the Mortgages, the Reaffirmation Agreement and any other document executed and delivered by a Credit Party granting, perfecting or reaffirming the grant or perfection of a Lien on any of its property to secure payment of the Obligations.

“Commitment” means, with regard to each Participant, the commitment of such Participant to participate in Letters of Credit in the aggregate face amount outstanding not to exceed the amount set forth opposite such Participant’s name on Schedule III or in the Assignment and Acceptance or Increase and Joinder Agreement, as applicable, pursuant to which such Participant becomes a party hereto, as such amount may be adjusted from time to time pursuant to this Agreement. “Commitments” means the aggregate of such commitments for all Participants, and the aggregate amount of the Commitments on the Initial Utilization Date is $230,000,000.00.

“Commitment Fee” has the meaning specified in Section 2.15(b).

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Compliance Certificate” has the meaning specified in Section 6.1(c).

“Consolidated Net Income” means, for any period, the net income (or loss) of the Parent and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.

“Constituent Documents” means, with respect to any Person, (a) the articles of incorporation, certificate of incorporation or certificate of formation (or the equivalent organizational documents) of such Person and (b) the by-laws, operating agreement or partnership agreement (or the equivalent governing documents) of such Person.

“Contaminant” means any material, substance or waste that is classified, regulated or otherwise characterized under any Environmental Law as hazardous, toxic, a contaminant or a pollutant or by other words of similar meaning or regulatory effect, including any petroleum or petroleum-derived substance or waste, asbestos and polychlorinated biphenyls.

“Contingent Obligation” as applied to any Person, means any Contractual Obligation, contingent or otherwise, of that Person with respect to any Indebtedness of another or other obligation or liability of another, including, without limitation, any such Indebtedness, obligation or liability of another directly or indirectly guaranteed, endorsed (otherwise than for collection or deposit in the ordinary course of business), co-made or discounted or sold with recourse by that Person, or in respect of which that Person is otherwise directly or indirectly liable, including Contractual Obligations (contingent or otherwise) arising through any agreement to purchase, repurchase, or otherwise acquire such Indebtedness, obligation or liability or any security therefor, or to provide funds for the payment or discharge thereof (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, or

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other financial condition of another Person, or to make payment on behalf of another Person other than for value received. The amount of any Contingent Obligation shall be equal to the present value of (x) the portion of the stated or determinable obligation so guaranteed or otherwise supported, in the case of known obligations, and (y) the maximum reasonably anticipated liability of such Person in respect of the portion of the obligation so guaranteed or otherwise supported assuming such Person is required to perform thereunder, in all other cases.

“Contractual Obligation” of any Person means any obligation, agreement, undertaking or similar provision of any Security issued by such Person or of any agreement, undertaking, contract, lease, indenture, mortgage, deed of trust or other instrument (excluding the Credit Documents) to which such Person is a party or by which it or any of its property is bound.

“Convertible Indebtedness” means Indebtedness of Parent permitted to be incurred under the terms of this Agreement that is either (a) convertible into shares of common stock of Parent (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to trading prices of such common stock) or (b) sold as units with call options, warrants or rights to purchase (or similar derivate transactions) that are exercisable for shares of common stock of Parent and/or cash (in an amount determined by reference to trading prices of such common stock).

“Credit Documents” means, collectively, this Agreement, the Guaranty Agreement, the Collateral Documents, each Intercreditor Agreement, the Agency Fee Letter, each fee letter entered into by any Credit Party in connection with this Agreement, any agreement executed and delivered, or authorized, by any Credit Party creating or perfecting rights in cash collateral pursuant to this Agreement and each certificate, agreement or document executed by a Credit Party and delivered to the Administrative Agent, the Collateral Agent or any Participant or Issuer in connection with or pursuant to any of the foregoing.

“Credit Facility” has the meaning ascribed to the term “Facility” in the Existing Credit Agreement.

“Credit Facility Agreement” means the Existing Credit Agreement as amended, refinanced, or replaced from time to time.

“Credit Facility Documents” has the meaning ascribed to the term “Loan Documents” in the Credit Facility Agreement.

“Credit Facility Obligations” means (a) Indebtedness and other Obligations (as defined in the Existing Credit Agreement as in effect on the date hereof) that are permitted to be incurred within the limits under the Existing Credit Agreement as in effect on the date hereof, including any “Incremental Facility” as defined therein as of the date hereof and any unutilized Commitments (as defined in the Existing Credit Agreement as in effect on the date hereof), and (b) without duplication, any Refinancing Indebtedness in respect thereof and any Obligations (as defined in the Credit Facility Agreement) or other

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equivalent term in the Credit Facility Agreement and Commitments (as defined in the Credit Facility Agreement) or other equivalent term in the Credit Facility Agreement that, together with such Refinancing Indebtedness, do not in the aggregate exceed the aggregate amount in clause (a) of this definition.

“Credit Party” means each Applicant and each Guarantor.

“CRR” means Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012.

“Customary Permitted Liens” means, with respect to any Person, any of the following Liens:

(a) Liens with respect to the payment of Taxes, assessments or governmental charges, including any netting or set-off, arising as a result of the existence of a fiscal unity (fiscale eenheid) for Dutch tax purposes, in each case that are not yet due or that are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP and, in the case of any Collateral, there is no material risk of forfeiture of such property;

(b) Liens of landlords arising by statute or lease contracts entered into in the ordinary course, inchoate, statutory or construction liens, maritime liens and liens of suppliers, mechanics, carriers, materialmen, warehousemen, producers, operators or workmen and other liens imposed by law created in the ordinary course of business for amounts not yet due or that are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP;

(c) liens, pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of social security benefits, assessments, statutory obligations or other similar charges or to secure the performance of bids, tenders, sales, leases, contracts (other than for the repayment of borrowed money) or in connection with surety, appeal, customs or performance bonds or other similar instruments;

(d) encumbrances arising by reason of zoning restrictions and other restrictions on use imposed by any Governmental Authority, easements, licenses, reservations, covenants, rights-of-way, restrictions and other similar encumbrances on the Real Property, and minor defects in the chain of title, not materially interfering with the ordinary conduct of the business conducted at such Real Property by the Parent or any of its Subsidiaries as currently used;

(e) encumbrances arising under leases or subleases of, or other use or occupancy agreements for, the Real Property or to which such leases, subleases or other occupancy agreements are subject, that do not, individually or in the aggregate, materially interfere with the ordinary conduct of the business conducted at such Real Property by the Parent or any of its Subsidiaries as currently conducted;

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(f) Liens arising under any indenture or other instrument governing similar term Indebtedness, in each case that is permitted pursuant to the terms of Section 8.1 hereof, to secure obligations in favor of the trustee, agent or representative under such indenture or other instrument; provided that such Liens (i) are solely for the benefit of the trustees, agents or representatives in their capacities as such, (ii) do not secure indebtedness for borrowed money and (iii) are not for the benefit of the holders of or lenders under such Indebtedness;

(g) liens, pledges or deposits relating to escrows established in connection with the purchase or sale of property otherwise permitted hereunder and the amounts secured thereby shall not exceed the aggregate consideration in connection with such purchase or sale (whether established for an adjustment in purchase price or liabilities, to secure indemnities, or otherwise); and

(h) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Parent or any Restricted Subsidiary of the Parent, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that, unless such Liens are non-consensual and arise by operation of law, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event that, with the passing of time or the giving of notice or both, would become an Event of Default.

“Defaulting Participant” means, subject to Section 2.23(b), any Participant that, as determined by the Administrative Agent:

(a) has failed to perform any of its funding obligations hereunder, including in respect of its participations in respect of Letters of Credit, within three Business Days of the date required to be funded by it hereunder unless such Participant notifies the Administrative Agent and the Parent in writing that such failure is the result of such Participant’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied;

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(b) has notified the Parent, an Applicant, the Administrative Agent or any other Participant that it does not intend to comply with its funding obligations hereunder or has made a public statement to that effect with respect to its funding obligations hereunder or generally under other agreements in which it commits to extend credit (unless such writing or public statement relates to such Participant’s funding obligations hereunder and states that such position is based on such Participant’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied);

(c) has failed, within three Business Days after delivery of a request in writing by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations hereunder;

(d) has, or has a direct or indirect parent company that has, other than via an Undisclosed Administration, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; or

(e) has, or has a direct or indirect parent company that has, become the subject of a Bail-In Action;

provided that a Participant shall not be a Defaulting Participant solely by virtue of the ownership or acquisition of any equity interest in that Participant or any direct or indirect parent company thereof by a Governmental Authority.

“~~Disqualified Institution~~” means (a) those banks, financial institutions and other institutional lenders separately identified in writing by the Parent to each of Barclays and CA CIB prior to December 18, 2017 and (b) any competitors of the Parent or its subsidiaries that are operating companies, were separately identified in writing by the Parent to each of Barclays and CA CIB prior to the Effective Date and are separately identified in writing to the Administrative Agent by the Parent from time to time on or after the Effective Date and all such competitors’ respective Affiliates that are clearly identifiable on the basis of such Affiliate’s name (in each case other than bona fide debt funds that are Affiliates of competitors of the Parent or its respective Subsidiaries).Discharge of First Priority Claim” has the meaning set forth in the Senior Intercreditor Agreement.

“Disqualified Stock” means with respect to any Person, any Stock of such Person that by its terms, or by the terms of any related agreement or of any security into which it is convertible or puttable or exchangeable (in each case, at the option of the holder thereof), is, or upon the happening of any event or the passage of time would be, required to be redeemed by such Person at the option of the holder thereof, or matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is exchangeable for

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Indebtedness of such Person at the option of the holder thereof in whole or in part, on or prior to the date which is 91 days after the Maturity Date; provided, that any class of Stock of such Person that, by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Stock that is not Disqualified Stock, and that is not convertible, puttable or exchangeable for Disqualified Stock or Indebtedness, will not be deemed to be Disqualified Stock so long as such Person satisfies its obligations with respect thereto solely by the delivery of Stock that is not Disqualified Stock; provided, further that any Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Stock is convertible, exchangeable or exercisable) the right to require the such Person to repurchase or redeem such Stock upon the occurrence of a change in control or an Asset Sale occurring prior to the 91st day after the Maturity Date shall not constitute Disqualified Stock if the change of control or Asset Sale provisions applicable to such Stock are no more favorable to such holders than any provision hereunder as to which such change of control or Asset Sale would result in an Event of Default or mandatory prepayment hereunder, and such Stock specifically provides that the Parent will not repurchase or redeem any such Stock pursuant to such provisions of such Stock prior to the Applicants’ required payment resulting from any such Event of Default or mandatory prepayment hereunder (other than any preferred stock of the Parent issued and outstanding on the Amendment No. 1 Effective Date and any amendments thereto after the Amendment No. 1 Effective Date that does not add a mandatory redemption or right to exchange into Indebtedness of such Person at the option of the holder thereof in whole or in part on or prior to the date that is 91 days after the Maturity Date).

“Dollar Equivalent” means with respect to any Alternative Currency at the time of determination thereof, the equivalent of such currency in Dollars determined by using the rate of exchange quoted by (a) in the case the payment and reimbursement of a drawing under a Letter of Credit issued in an Alternative Currency, the Issuer of such Letter of Credit and (b) in all other cases Barclays in New York, New York at 11:00 a.m. (New York time) on the date of determination to prime banks in New York for the spot purchase in the New York foreign exchange market of such amount of Dollars with such Alternative Currency.

“Dollars” and the sign “$” each mean the lawful money of the United States of America.

“Domestic Office” means, with respect to any Participant, the office of such Participant specified as its “Domestic Office” from time to time to the Parent and the Administrative Agent.

“Dutch Credit Party” means any Credit Party which is incorporated or established in the Netherlands.

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“EBITDA” means, for the Fiscal Quarters ended September 30, 2017, and December 31, 2017, $349,300,000.00 and $257,800,000.00, respectively, for the Fiscal Quarter ended March 31, 2018, $267,200,000.00, and for all other Fiscal Quartersany Fiscal Quarter:

(a) Consolidated Net Income for such period; plus

(b) the sum of, in each case to the extent deducted in the calculation of such Consolidated Net Income, but without duplication:

(i) any provision for income Taxes;

(ii) Interest Expense;

(iii) depreciation expense;

(iv) amortization of intangibles or financing or acquisition costs;¶

(v) any aggregate net loss from the sale, exchange or other disposition of any property, plant or equipment or any Stock of any Restricted Subsidiary by the Parent or its Restricted Subsidiaries;

(v) dry dock amortization expense;¶

~~(vii) [Reserved];~~

(vi) any fee or other expense (including expenses for counsels and advisors) of the Parent or any Restricted Subsidiary relating to (a) the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents, or granting or perfecting any Lien purported to be granted thereunder (including expenses for counsels) or (b) the Transactions, (b) the Transactions, and (c) transactions permitted hereunder, including any asset sales, debt issuances, restructurings and reorganizations involving the Parent or any Restricted Subsidiary;¶

~~(ix) any fee or other expense of the Parent or any Restricted Subsidiary relating to Acquisitions or issuances of Indebtedness permitted under this Agreement (whether or not consummated).¶~~

(x) for any period from May 10, 2018 (or, in respect of CBI and its Subsidiaries following the consummation of the Business Combination, for any period from April 1, 2018) through March 31, 2019, any charges for the Focus Four Projects during such Fiscal Quarter, except that such amount may not exceed $75,000,000 in any Fiscal Quarter or $200,000,000 in the aggregate;¶

(xi) (A) for the first full Fiscal Quarter ending after May 10, 2018, four times, (B) for the first two full Fiscal Quarters ending after May 10, 2018, two times, (C) for the first three full Fiscal Quarters ending after May 10, 2018, 4/3 times, and (D) for any other four Fiscal Quarter period ending on or

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before June 30, 2019, any quantifiable and demonstrable ongoing costs savings resulting from the Business Combination including but not limited to actual headcount reductions, contractually reduced lease or occupancy expense, reduced audit expenses, and reduced combined insurance expense during such period (and excluding, for the avoidance of doubt, charges added back pursuant to clause (x));

(vii)~~(xii)~~ each of the following to the extent it represents a non-cash charge or a non-cash loss: (A) pension amortization expense and any loss related to pension obligations; (B) stock-based compensation expense; (C) impairment of plant, property, and equipment (other than net losses from sale), intangible assets and goodwill; and (D) equity in losses of unconsolidated Affiliates;¶

(xiii) for any period from May 10, 2018 (or, in respect of CBI and its Subsidiaries following the consummation of the Business Combination, for any period from April 1, 2018) through the Fiscal Quarter ending June 30, 2019, any fee, expense or charge related to actions taken to achieve the cost synergies; and¶(xiv) for any period from May 10, 2018 (or, in respect of CBI and its Subsidiaries following the consummation of the Business Combination, for any period from April 1, 2018) through the Fiscal Quarter ending June 30, 2019, and¶

(viii) legal expense or settlements incurred ~~not to exceed $175,000,000 in the aggregate~~for any four Fiscal Quarter period; minus

(c) the sum of, in each case to the extent included in the calculation of such Consolidated Net Income, but without duplication:

(i) any credit for income Tax;

(ii) non-cash interest income;

(iii) any other non-cash gains or income which have been added in determining Consolidated Net Income, including (A) equity in income of nonconsolidated Affiliates and (B) any gain related to pension obligations;

(iv) the income of any Restricted Subsidiary that is not a Guarantor to the extent that the declaration or payment of dividends or similar distributions or transfers or loans by such Restricted Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such Restricted Subsidiary;

(v) [Rreserved];

(vi) the income of any Unrestricted Subsidiary or any Person (other than a Restricted Subsidiary) in which any other Person (other than the Parent or a Wholly-Owned Restricted Subsidiary or any director or other Person holding

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qualifying shares in accordance with applicable law) has an interest, except without duplication, (A) to the extent of the amount of dividends or other distributions or transfers or loans actually paid to the Parent or a Wholly-Owned Restricted Subsidiary by such Unrestricted Subsidiary or Person during such period and (B) in the case of Joint Ventures, equity in the earnings of the Joint Venture; and

(vii) any aggregate net gains from the sale, exchange or other disposition of property, plant, or equipment or Stock of a Subsidiary by the Parent or its Subsidiaries.

EBITDA for a consecutive four-quarter period shall be calculated after giving effect, on a pro forma basis, to Acquisitions made by the Parent or its Restricted Subsidiaries during such period and the sale, exchange or other disposition of business units by the Parent or its Restricted Subsidiaries out of the ordinary course of business during such period ~~(and subsequent to such period and on or before the date of incurrence of the Indebtedness giving rise to the need to calculate the Leverage Ratio or the Secured Leverage Ratio)~~ as if such Acquisitions or sale, exchange or other disposition occurred on the first day of the period so long as the Parent provides to the Administrative Agent reconciliations and other detailed information relating to adjustments to the relevant financial statements (including copies of financial statements of the Person or assets acquired in such Acquisition) used in computing EBITDA (and the relevant elements thereof) sufficient to demonstrate such pro forma calculations in reasonable detail. ~~For purposes of this paragraph, the Business Combination shall be an “Acquisition”.~~

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is the parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” has the meaning set forth in Section 3.1.

“Eligible Assignee” means (a) a Participant or any Affiliate of a Participant or an Approved Fund with respect to a Participant, (b) a commercial bank having total assets in excess of $5,000,000,000.00, (c) a finance company, insurance company or any other financial institution or fund, in each case reasonably acceptable to the Administrative Agent and regularly engaged in making, purchasing or investing in loans and having a net

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worth, determined in accordance with GAAP, in excess of $500,000,000.00 or, to the extent net worth is less than such amount, a finance company, insurance company, other financial institution or fund, reasonably acceptable to the Administrative Agent, each Issuer and the Applicants (which consent shall, in each case, not be unreasonably withheld or delayed) or (d) a savings and loan association or savings bank organized under the laws of the United States or any State thereof having a net worth, determined in accordance with GAAP, in excess of $250,000,000.00; provided that the term Eligible Assignee shall exclude any competitor of the Parent or any of its Subsidiaries that is primarily engaged in an Eligible Line of Business and that has been specifically identified as such in writing by any Applicant to the Administrative Agent, which such exclusion shall not apply retroactively to exclude or disqualify any parties that have previously acquired an assignment or participation interest in a Commitment or Obligations.

“Eligible Line of Business” means the businesses and activities engaged in by the Parent and its Subsidiaries on the Effective Date, any other businesses or activities reasonably related or incidental thereto and any other businesses that, when taken together with the existing businesses of the Parent and its Subsidiaries, are immaterial with respect to the assets and liabilities of the Parent and its Subsidiaries, taken as a whole.

“Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is or was sponsored, maintained or contributed to by, or required to be contributed by, the Parent, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates.

“Environmental Laws” means all applicable Requirements of Law now or hereafter in effect and as amended or supplemented from time to time, relating to pollution or the regulation and protection of human health, safety, the environment or natural resources, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq.); the Hazardous Material Transportation Act, as amended (49 U.S.C. § 1801 et seq.); the Federal Insecticide, Fungicide, and Rodenticide Act, as amended (7 U.S.C. § 136 et seq.); the Resource Conservation and Recovery Act, as amended (42 U.S.C. § 6901 et seq.); the Toxic Substance Control Act, as amended (15 U.S.C. § 2601 et seq.); the Clean Air Act, as amended (42 U.S.C. § 7401 et seq.); the Federal Water Pollution Control Act, as amended (33 U.S.C. § 1251 et seq.); the Occupational Safety and Health Act, as amended (29 U.S.C. § 651 et seq.); the Safe Drinking Water Act, as amended (42 U.S.C. § 300f et seq.); the Oil Pollution Act of 1990; and each of their state and local counterparts or equivalents.

“Environmental Liabilities and Costs” means, with respect to any Person, all liabilities, obligations, responsibilities, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all fees, disbursements and expenses of counsel, experts and consultants and costs of investigation and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any claim or demand by any other Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute and arising under any Environmental Law, Permit, order or agreement with any Governmental Authority or other Person, in each case relating to and resulting from the past, present or future operations of, or ownership of property by, such Person or any of its Subsidiaries.

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“Environmental Lien” means any Lien in favor of any Governmental Authority pursuant to any Environmental Law.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control or treated as a single employer with the Parent, any of its Subsidiaries or any Guarantor within the meaning of Section 414(b), (c), (m) or (o) of the Code. Any former ERISA Affiliate of the Parent, any of its Subsidiaries or any Guarantor shall continue to be considered an ERISA Affiliate of the Parent, such Subsidiary or such Guarantor within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of the Parent, such Subsidiary or such Guarantor and with respect to liabilities arising after such period for which the Parent, such Subsidiary or such Guarantor could be liable under the Code or ERISA.

“ERISA Event” means (a) a reportable event described in Section 4043(b) or 4043(c) of ERISA with respect to a Title IV Plan, (b) the withdrawal of the Parent, any of its Subsidiaries, any Guarantor or any ERISA Affiliate from a Title IV Plan subject to Section 4063 or Section 4064 of ERISA during a plan year in which any such entity was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or the termination of any such Title IV Plan resulting, in either case, in a material liability to any such entity, (c) the “complete or partial withdrawal” (within the meaning of Sections 4203 and 4205 of ERISA) of the Parent, any of its Subsidiaries, any Guarantor or any ERISA Affiliate from any Multiemployer Plan where the Withdrawal Liability could reasonably be expected to exceed $15,000,000.00 (individually or in the aggregate), (d) notice of reorganization, insolvency, intent to terminate or termination of a Multiemployer Plan is received by the Parent, any of its Subsidiaries, any Guarantor or any ERISA Affiliate, (e) the filing of a notice of intent to terminate a Title IV Plan under Section 4041(c) of ERISA or the treatment of a plan amendment as a termination under Section 4041(e) of ERISA, where such termination constitutes a “distress termination” under Section 4041(c) of ERISA, (f) the institution of proceedings to terminate a Title IV Plan by the PBGC, (g) the failure to make any required contribution to a Title IV Plan or Multiemployer Plan or to meet the minimum funding standard of Section 412 of the Code (in either case, whether or not waived in accordance with Section 412(c) of the Code), (h) the determination that any Title IV Plan is in “at-risk status” (within the meaning of Section 430 of the Code or Section 303 of ERISA) or that a Multiemployer Plan is in “endangered status”, “seriously endangered” or “critical status” (within the meaning of Section 432 of the Code or Section 305 of ERISA), (i) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan or the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, (j) the imposition of liability on the Parent, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates pursuant to Section

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4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA, (k) the imposition of a Lien upon the Parent, any of its Subsidiaries, any Guarantor or any ERISA Affiliate pursuant to Section 436(f) or Section 430(k) of the Code or Section 303(k) of ERISA, (l) the occurrence of an act or omission which could reasonably be expected to give rise to the imposition on the Parent, any Applicant, any of their respective Subsidiaries, any Guarantor or any of their respective ERISA Affiliates of fines, penalties, Taxes or related charges under Chapter 43 of the Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any “employee pension plan” (within the meaning of Section 3(2) of ERISA) or (m) receipt from the IRS of notice of the failure of any employee pension plan that is intended to be qualified under Section 401(a) of the Code to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any such employee pension plan to qualify for exemption from taxation under Section 501(a) of the Code.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Eurodollar Rate” means, for any interest period, a fluctuating rate per annum equal to (x) the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such interest period to be the London interbank offered rate for such interest period, as currently published on the applicable Reuters screen page (or such other commercially available source providing such quotation of such rate as may be designated by the Administrative Agent from time to time) for a period equal to such interest period, or (y) if the rate in clause (x) above does not appear on such page or service or if such page or service is not available, the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such interest period to be the offered rate for a period equal to such interest period on such other page or other service which displays an average London interbank offered rate (the preceding clauses (x) and (y), the “LIBO Screen Rate”); provided that at no time will the Eurodollar Rate be deemed to be less than 0% per annum.

“Event of Default” has the meaning specified in Section 9.1.

“Excepted Consent” means, at any time, any consent, authorization, approval, filing or registration with or from any non-U.S. Governmental Authority that is listed on Schedule 7.14 of the Existing Credit Agreement with respect to which the time periods set forth opposite each such item or action on Schedule 7.14 of the Existing Credit Agreement (or such longer period permitted by the Administrative Agents (as defined in the Existing Credit Agreement) prior to the Effective Date and by the Administrative Agent on or after the Effective Date in its sole discretion) have not expired.¶

“~~Exchangeable Notes~~” means that certain exchangeable note issued by XxXxxxxxx Technology, B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, which will be mandatorily exchangeable for shares of common stock of the Parent as more fully

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described in the Parent Registration Statement, together with the legacy notes into which such exchangeable note will split in one or more transactions as more fully described in the Parent Registration Statement.

“Excluded Subsidiary” means, at any time, (a) any non-U.S. Subsidiary if at such time such Subsidiary’s Guarantee is prohibited by (x) any Governmental Authority with authority over such non-U.S. Subsidiary or (y) applicable law or regulation or analogous restriction, or such Subsidiary’s Guarantee would result in a substantial risk to the officers or directors of such Subsidiary or a civil or criminal liability and (b) any non-U.S. Subsidiary under circumstances where the Administrative Agent determines in its sole discretion (in consultation with the Parent) that the cost, burden, difficulty or consequence of providing such Guarantee at such time is excessive in relation to the value afforded thereby.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Participant, Issuer or Administrative Agent or required to be withheld or deducted from a payment to a Participant, Issuer or Administrative Agent: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Participant, Issuer or Administrative Agent being organized under the laws of, or having its principal office or, in the case of any Participant, its ~~applicable lending office~~Applicable Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Participant, U.S. federal withholding Taxes (other than U.S. withholding Taxes to the extent such Taxes (A) would not be imposed or payable (including, without limitation, as the result of an applicable income Tax treaty that otherwise would reduce or eliminate the Tax) if any Applicant was a United States person within the meaning of Section 7701(a)(30) of the Code or (B) are imposed with respect to payments from any United States person to the Applicants) imposed on payments to or for the account of such Participant under the Credit Documents pursuant to a law in effect on the Initial Utilization Date or the date on which (i) such Participant acquires such interest in the Commitment (other than pursuant to an assignment request by the Parent or an Applicant) or (ii) such Participant changes its lending office, except in each case to the extent that, pursuant to Section 2.19, amounts with respect to such Taxes were payable either to such Participant’s assignor immediately before such Participant became a party hereto or to such Participant immediately before it changed its lending office, (c) Taxes attributable to such Participant, Issuer or Administrative Agent’s failure to comply with Section 2.19(e) (other than if such failure is due to a change in any applicable Requirement of Law occurring after the date on which a form originally was required to be provided) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Excluded Vessel” means, at any time, a marine vessel subject to a Lien permitted under Section 8.2(d), 8.2(e) or 8.2(m).

“Existing Credit Agreement” means that certain Credit Agreement dated as of May 10, 2018, among Parent, as guarantor, the Applicants, as borrowers, the lenders and issuers party thereto, CA CIB, as revolving and letter of credit administrative agent, and Barclays, as term loan administrative agent.

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“Extended Letter of Credit” has the meaning specified in Section 2.7(b).¶

~~“~~Extending Participants~~” has the meaning specified in ~~Section 2.25(a)~~.¶~~

“~~Extension Agreement~~” means an amendment to this Agreement, in form and substance reasonably satisfactory to the Administrative Agent, the Parent and the Applicants, among the Parent, each Applicant, the Administrative Agent and each Extending Participant, effecting one or more Extension Permitted Amendments and such other amendments hereto and to the other Credit Documents as may be required or advisable to effect the transactions contemplated by ~~Section 2.25~~.¶

~~“~~Extension Offer~~” has the meaning specified in ~~Section 2.25(a)~~.¶~~

“~~Extension Permitted Amendment~~” means an amendment to this Agreement and the other Credit Documents, effected in connection with an Extension Offer pursuant to ~~Section 2.25~~, providing for an extension of the Maturity Date applicable to the Commitments being extended pursuant to ~~Section 2.25~~ of the Extending Participants (such Commitments being referred to as the “~~Extended Commitments~~”) and, which may also provide for the following with respect to any such Extended Commitments:¶

~~(a) [reserved],¶~~

~~(b) [reserved],¶~~

~~(c) [reserved],¶~~

~~(d) an increase in the fees payable to, or the inclusion of new fees to be payable to, the Extending Participants in respect of such Extension Offer or their Extended Commitments, and/or¶~~

(e) an addition of any affirmative or negative covenants applicable to the Parent, the Applicants and the Subsidiaries, ~~provided~~ that any such additional covenant with which the Parent, the Applicants and/or the Restricted Subsidiaries shall be required to comply prior to the latest Maturity Date in effect immediately prior to such Extension Permitted Amendment for the benefit of the Extending Participants providing such Extended Commitments shall also be for the benefit of all other Participants.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party; provided that for any determination of Fair Market Value for a Mortgaged Vessel in connection with an Asset Sale to be made pursuant to Section 8.4(g), (h) or (i) in which the Fair Market Value of the properties disposed of in such Asset Sale exceeds $10,000,000.00, the Applicants shall provide evidence reasonably satisfactory to the Administrative Agent with respect to the calculation of such Fair Market Value; provided that if any appraisal of a marine vessel contains a range of values for such marine vessel, the “Fair Market Value” of such marine vessel shall be deemed to be an amount equal to the midpoint of such range.

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“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted by a Governmental Authority pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing.

“Federal Funds Rate” means for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the immediately preceding Business Day as so published on the next succeeding Business Day; provided, further, that if no such rate is published on such next succeeding Business Day, the Administrative Agent may, in its discretion, determine the Federal Funds Rate for such day by reference to the average rate charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

“Federal Reserve Board” means the Board of Governors of the United States Federal Reserve System, or any successor thereto.

“FEMA” has the meaning set forth in Section 7.5.

“Final Satisfaction Date” shall be the date on which each of the following have occurred: (a) all Obligations have been paid or otherwise satisfied in full (other than in respect of any contingent indemnification or expense reimbursement obligations for which no claim has been asserted), (b) all Commitments have terminated or expired and the obligations of the Issuers to issue Letters of Credit hereunder have terminated and (c) each Letter of Credit has expired or has been cash collateralized, back-stopped or secured to the satisfaction of the applicable Issuers.

“Financial Statements” means the financial statements of the Parent and its Subsidiaries delivered in accordance with Section 3.2(b) or Section 6.1.

“Fiscal Quarter” means the fiscal quarter of the Parent ending on March 31, June 30, September 30 or December 31 of the applicable Fiscal Year, as applicable.

“Fiscal Year” means the fiscal year of the Parent, which is the same as the calendar year.

“Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) EBITDA to (b) the sum of (i) Interest Expense, (ii) the aggregate principal amount of all regularly scheduled principal payments (not including any voluntary or contingent mandatory prepayments for any Indebtedness) or scheduled redemptions or similar acquisitions for value in respect of outstanding Indebtedness for borrowed money made by

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the Parent and any Restricted Subsidiary and (iii) the aggregate amount of federal, state, local and foreign income Taxes paid in cash, in each case, of or by the Parent and its Restricted Subsidiaries, in each case for the items listed in clauses (a) and (b) above, for the most recently ended four Fiscal Quarter period for which financial statements have been delivered pursuant to Section 6.1(a) or (b).

“Flood Hazard Property” means any Mortgaged Property on which a “Building” or a “Manufactured (Mobile) Home” (in each case, as defined in the applicable flood insurance regulation) is located that is in an area designated by the Federal Emergency Management Agency as having special flood or mudslide hazards.¶

~~“~~Focus Four Projects~~” means the “Focus Four Projects” identified in the Information Memorandum (as defined in the Existing Credit Agreement as of the date hereof).~~

“Fronting Exposure” means, at any time there is a Defaulting Participant, with respect to any Issuer, such Defaulting Participant’s Ratable Portion of the Obligations of such Issuer, other than Obligations as to which such Defaulting Participant’s participation obligation has been reallocated to other Participants or cash collateralized in accordance with the terms hereof.

“Fronting Fee” means the Fronting Fee specified in Section 2.15(c)(i).

“Fund” means any Person (other than a natural person) that is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time.

“Governmental Authority” means any nation, sovereign or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, including any central bank (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” means (a) in the case of the Parent, each Applicant and each other Subsidiary Guarantor, the guarantees of the Obligations contained in the Guaranty Agreement and (b) additionally in the case of the Parent, the guarantee of the Obligations contained in Article XII of this Agreement.

“Guarantor” means the Parent and each Subsidiary of the Parent (including each Applicant) that has guaranteed the Obligations pursuant to the Guaranty Agreement, until such time as such Subsidiary ceases to guarantee the Obligations pursuant to the terms of any such agreement. As of the Initial Utilization Date, the Parent, each Applicant and each Subsidiary listed on Schedule V hereto is a Guarantor.

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“Guaranty Agreement” means, collectively, (a) the Guaranty Agreement executed by the Applicants and certain other Subsidiary Guarantors in favor of the ~~Administrative~~Collateral Agent on May 10, 2018 and (b) any other guaranty agreement executed and delivered by any Restricted Subsidiary in form and substance satisfactory to the Administrative Agent, pursuant to which such Restricted Subsidiary makes a Guarantee.

“Guaranty Obligation” means, as applied to any Person, without duplication, any direct or indirect liability, contingent or otherwise, of such Person with respect to any Indebtedness of another Person, if the purpose of such Person in incurring such liability is to provide assurance to the obligee of such Indebtedness that such Indebtedness will be paid or discharged, or that any agreement relating thereto will be complied with, or that any holder of such Indebtedness will be protected (in whole or in part) against loss in respect thereof, including (a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of Indebtedness of another Person and (b) any liability of such Person for Indebtedness of another Person through any agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise acquire such Indebtedness or any security therefor, or to provide funds for the payment or discharge of such Indebtedness (whether in the form of a loan, advance, stock purchase, capital contribution or otherwise), (ii) to maintain the solvency or any balance sheet item, level of income or financial condition of another Person, (iii) to make take-or-pay or similar payments, regardless of non-performance by any other party or parties to an agreement, (iv) to purchase, sell or lease (as lessor or lessee) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss or (v) to supply funds to, or in any other manner invest in, such other Person (including to pay for property or services irrespective of whether such property is received or such services are rendered), if (and only if) in the case of any agreement described under clause (b)(i), (ii), (iii), (iv) or (v) above the primary purpose or intent thereof is to provide assurance to the obligee of Indebtedness of any other Person that such Indebtedness will be paid or discharged, or that any agreement relating thereto will be complied with, or that any holder of such Indebtedness will be protected (in whole or in part) against loss in respect thereof. The amount of any Guaranty Obligation shall be equal to the amount of the Indebtedness so guaranteed or otherwise supported or, if such amount is not stated or otherwise determinable, the maximum reasonable anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. For the avoidance of doubt, the term “Guaranty Obligation” shall not include reimbursement or other obligations with respect to unmatured or undrawn, as applicable, Performance Guarantees.

“Hedging Contracts” means all Interest Rate Contracts, foreign exchange contracts, currency swap or option agreements, forward contracts, commodity swap, purchase or option agreements, other commodity price hedging arrangements, and all other similar agreements or arrangements designed to alter the risks of any Person arising from fluctuations in interest rates, currency values or commodity prices. For the avoidance of doubt, Permitted Bond Hedge Transactions and Permitted Warrant Transactions shall not be deemed Hedging Contracts.

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“Immaterial Guarantor” means a Guarantor (other than the Parent or any Applicant) that is not a Material Wholly-Owned Subsidiary.

“Immaterial Subsidiary” means, on any date of determination, a Subsidiary having assets with an aggregate net book value (excluding, for the avoidance of doubt, intercompany balances) of less than $5,000,000.00.

“Increase and Joinder Agreement” has the meaning set forth in Section 2.24(d)(v).

“Increased Amount Date” has the meaning specified in Section 2.24(c).

“Incremental Facility” has the meaning specified in Section 2.24(b).

“Indebtedness” of any Person means, without duplication:

(a) all indebtedness of such Person for borrowed money;

(b) all obligations of such Person evidenced by promissory notes, bonds, debentures or similar instruments;

(c) all matured reimbursement obligations with respect to letters of credit, bankers’ acceptances, surety bonds, performance bonds, bank guarantees, and other similar obligations;

(d) all other obligations with respect to letters of credit, bankers’ acceptances, surety bonds, performance bonds, bank guarantees and other similar obligations, whether or not matured, other than unmatured or undrawn, as applicable, obligations with respect to Performance Guarantees;

(e) all indebtedness for the deferred purchase price of property or services, other than, trade payables incurred in the ordinary course of business that, after the Discharge of First Priority Claims, are not overdue by more than 90 days or disputed in good faith;

(f) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement (other than operating leases) with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property);

(g) all Capital Lease Obligations of such Person;

(h) all Guaranty Obligations of such Person;

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(i) all obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any Disqualified Stock of such Person, valued, in the case of redeemable preferred Disqualified Stock, at the greater of its voluntary liquidation preference and its involuntary liquidation preference plus accrued and unpaid dividends;

(j) net payments that such Person would have to make in the event of a termination of the Hedging Contracts of such Person if such termination occurred on the date Indebtedness of such Person is being determined;

(k) all Alternate Program Indebtedness of such Person; and

(l) all Indebtedness of the type referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including accounts and general intangibles) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness, but amounts of such Indebtedness shall be the lesser of the value of the property owned by such Person securing such Indebtedness and the principal amount of such Indebtedness.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation, limited liability company or other entity in which the liability of the joint venturer is limited) in which such Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Indebtedness is otherwise limited by applicable law or contract. For the avoidance of doubt, the term “Indebtedness” shall not include (x) reimbursement or other obligations with respect to unmatured or undrawn, as applicable, Performance Guarantees or (y) Permitted Bond Hedge Transactions or Permitted Warrant Transactions.

“Indemnified Matters” has the meaning specified in Section 11.4(a).

“Indemnitee” has the meaning specified in Section 11.4(a).

“Information” means all information received from the Parent or any of its Subsidiaries relating to the Parent or any of its Subsidiaries or any of their respective businesses after the date hereof that is posted to IntraLinks, DebtDomain, SyndTrak, Barclays Deal Vault or a similar service or otherwise clearly identified at the time of delivery as confidential other than any such information that is available to the Administrative Agent, any Participant or any Issuer on a nonconfidential basis prior to disclosure by the Parent or any of its Subsidiaries.

“Information Presentation” means the XxXxxxxxx XX Facility Presentation dated October 2018 delivered to the Administrative Agent by the Parent in connection with the facility evidenced by this Agreement.

“Initial Utilization Date” has the meaning specified in Section 3.2.

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“Insurance/Condemnation Event” means any casualty or other insured damage to, or any taking under the power of eminent domain or by condemnation or similar proceeding of, or any disposition under a threat of such taking of, all or any part of any assets of the Parent or any Restricted Subsidiary, resulting in aggregate Net Cash Proceeds exceeding $25,000,000.00.

“Intercreditor Agreement” means the Collateral Agency and Intercreditor Agreement or, a Junior Intercreditor Agreement ~~(as defined in the Existing Credit~~or a Senior Intercreditor Agreement ~~as of the date hereof)~~, as applicable.

“Interest Expense” means, for the Parent for any period, total interest expense of the Parent and its Restricted Subsidiaries for such period, as determined on a consolidated basis in conformity with GAAP and including, in any event (without duplication for any period or any amount included in any prior period):

(a) net costs under Interest Rate Contracts for such period;

(b) any commitment fee (including the Commitment Fee) accrued, accreted or paid by such Person during such period;

(c) any fees and other obligations (other than reimbursement obligations) with respect to letters of credit (including the Participation Fees) and bankers’ acceptances (whether or not matured) accrued, accreted or paid by such Person for such period, plus (without duplication) any such amounts that are included in the cost of operations on the consolidated statement of operations of such Person prepared in conformity with GAAP; and

(d) the Fronting Fee.

For purposes of the foregoing, interest expense shall (i) be determined after giving effect to any net payments made or received by the Parent or any Subsidiary with respect to interest rate Hedging Contracts and (ii) exclude interest expense accrued, accreted or paid by the Parent or any Subsidiary of the Parent to the Parent or any Subsidiary of the Parent. Notwithstanding the foregoing, the interest component of all payments associated with any lease that would have been accounted for as an operating lease on a balance sheet of such Person prepared in conformity with GAAP as in effect on the Initial Utilization Date and amounts included for any Fiscal Quarter attributable to any upfront fees and similar one-time fees paid in connection with this Agreement shall each be excluded from Interest Expense. Notwithstanding anything herein to the contrary, “Interest Expense” shall not include the non-cash portion of interest expense resulting from the application of Accounting Standards Codification 470-20 attributable to any Convertible Indebtedness that may be wholly or partially settled in cash.

“Interest Rate Contracts” means all interest rate swap agreements, interest rate cap agreements and interest rate collar agreements.

“Inventory” has the meaning specified in the Pledge and Security Agreement.

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“Investment” means, with respect to any Person, any investment of such Person so classified under GAAP, and whether or not so classified, any loan, advance, extension of credit that constitutes Indebtedness of the Person to whom it is extended, any direct or indirect guaranty in respect of the Indebtedness of another Person by such Person, or contribution of capital by such Person, and any stocks, bonds, mutual funds, partnership interests, notes (including structured notes), debentures or other securities owned by such Person; excluding, however, (a) capital expenditures of such Person determined in accordance with GAAP, (b) prepayments or deposits made in the ordinary course of business, (c) accounts receivable and similar items made or incurred in the ordinary course of business and (d) the payment of the operating expenses and capital expenditures of a Restricted Subsidiary, so long as such payment is in the ordinary course of business and consistent with past business practices with respect to such Subsidiary prior to the date hereof. For the avoidance of doubt, the term “Investment” shall not include reimbursement or other obligations with respect to unmatured or undrawn, as applicable, Performance Guarantees.

“IRS” means the Internal Revenue Service of the United States or any successor thereto.

“ISP” means, with respect to any letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of Issuance).

“Issue” means, with respect to any Letter of Credit, to issue, extend the expiry of, renew (including any auto-renewal thereof) or increase the maximum stated amount (including by deleting or reducing any scheduled decrease in such maximum stated amount) of, such Letter of Credit. The terms “Issued” and “Issuance” shall have a corresponding meaning.

“Issuer” means each Participant or Affiliate of a Participant that (a) is listed on Schedule II(B), or (b) hereafter becomes an Issuer with the approval of the Administrative Agent and the Applicants and that has executed an agreement with and in form and substance satisfactory to the Administrative Agent and the Applicants to be bound by the terms hereof applicable to Issuers; provided that if an Issuer (or its Affiliate) ceases to be a Participant, such Issuer shall continue to be an Issuer hereunder while any Letter of Credit issued by it remains outstanding but shall be under no obligation to Issue any additional Letter of Credit.

“Issuer Commitment” means (a) the amount set forth on the attached Schedule II(B) for each Issuer or (b) such other amount as any Issuer and the Applicants may agree in a writing delivered to the Administrative Agent.

“Joint Venture” means any Person that is not a Subsidiary of the Parent and (a) in which the Parent or any Subsidiary of the Parent, directly or indirectly, owns at least 25% of the Stock or Stock Equivalents of such Person or (b) in which the Parent or any Subsidiary of the Parent owns at least a 25% interest in such joint venture if such Person is unincorporated and such Person’s financial information is consolidated or proportionally consolidated with the Parent in accordance with GAAP. As of the Initial Utilization Date, the Persons listed on Schedule 1.1 are Joint Ventures.¶

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“Junior Intercreditor Agreement” has the meaning specified in the Existing Credit Agreement as of the Amendment No. 1 Effective Date.

“Junior Priority Indebtedness” means any Indebtedness for borrowed money (excluding intercompany debt) of the Parent or any Restricted Subsidiary that is (i) secured by a Lien on the Collateral that is junior to the Lien on the Collateral that secures the Obligations, (ii) unsecured or (iii) expressly subordinated in right of payment to the Obligations.

“LC Facility” means the senior secured letter of credit facility evidenced by this Agreement and described in Section 2.5.

“LC Facility Exposure” means, with respect to any Participant, at any time, such Participant’s Ratable Portion of the Letter of Credit Obligations at such time.

“Letter of Credit” means each letter of credit issued pursuant to Section 2.5.

“Letter of Credit Obligations” means, at any time, without duplication, the aggregate amount equal to the sum of (a) the Reimbursement Obligations at such time (or, for any Reimbursement Obligations in any Alternative Currency, the Dollar Equivalent thereof at such time) and (b) the Undrawn Amounts at such time.

“Letter of Credit Request” has the meaning specified in Section 2.7(c).

“Leverage Ratio” means, as of any date of determination, the ratio of (a) the sum of (1) Leverage Ratio Debt as of such day, plus (2) the unsecured xxxx-to-market foreign exchange exposure of the Parent and its Restricted Subsidiaries, as determined by the Parent using market convention, minus (3) the Segregated Cash Amount to (b) EBITDA for the most recently ended four Fiscal Quarter period for which financial statements have been delivered pursuant to Section 6.1(a) or (b).

“Leverage Ratio Debt” means Disqualified Stock of the Applicants and, without duplication, Indebtedness of the Parent and its Restricted Subsidiaries of the type specified in clauses (a), (b), (c), (d), (e), (f), (g), (h), and (k) (but in the case of clause (k), only to the extent that, in accordance with GAAP, such Alternate Program Indebtedness is required to be included as a liability of the Parent or its Restricted Subsidiaries on its financial statements) of the definition of “Indebtedness” determined on a consolidated basis in accordance with GAAP. For the avoidance of doubt, the term “Leverage Ratio Debt” shall not include (a) reimbursement or other obligations with respect to unmatured or undrawn, as applicable, Performance Guarantees and (b) Indebtedness of the Parent or any of its Restricted Subsidiaries that is owed to the Parent, any of its Restricted Subsidiaries or any Joint Venture that is a Guarantor or permitted pursuant to Section 8.1(s).

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“LIBO Screen Rate” has the meaning specified in the definition of “Eurodollar Rate”.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, collateral assignment, charge, deposit arrangement, encumbrance, lien (statutory or other), security interest or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever intended to assure payment of any Indebtedness or the performance of any other obligation, including any conditional sale or other title retention agreement, the interest of a lessor under a Capital Lease and any financing lease having substantially the same economic effect as any of the foregoing.

“Liquidity” means the sum of (a) unrestricted cash and Cash Equivalents of the Parent and its Restricted Subsidiaries, plus (b) unused revolving commitments under the Credit Facilities, plus (c) amounts on deposit in the Cash Secured XX Xxxx Collateral Account (as defined in the Existing Credit Agreement as of the date hereof) in excess of 103% of the sum of (x) the stated amount of all Cash Secured Letters of Credit (as defined in the Existing Credit Agreement as of the date hereof) outstanding as of such date and (y) all Cash Secured Reimbursement Obligations (as defined in the Existing Credit Agreement as of the date hereof) as of such date.

“Lloyds” means Lloyds Bank Corporate Markets plc~~, formerly known as Lloyds TSB Bank PLC~~.

“Lloyds Facility” means that certain Amended and Restated Master Agreement for Stand-by Letters of Credit, dated ~~on or before the Effective Date~~May 10, 2018 (as the same may be amended, amended and restated, supplemented, extended, or otherwise modified from time to time), among Lloyds and certain of the Credit Parties.

“Long-Term Indebtedness” means any Indebtedness of the Parent and its Restricted Subsidiaries that, in conformity with GAAP, constitutes (or, when incurred, constituted) a long-term liability.

“Material Adverse Effect” means a material adverse effect upon (a) the condition (financial or otherwise), business, results of operations or properties of the Applicants and the Guarantors taken as a whole; (b) the perfection or priority of the Liens granted pursuant to the Collateral Documents; (c) the Credit Parties’ ability to perform their respective obligations under the Credit Documents; or (d) the validity, binding effect or enforceability against the Credit Parties of the Credit Documents or the rights or remedies of the Administrative Agent, the Collateral Agent, the Participants or the Issuers thereunder.

“Material Intellectual Property” means intellectual property owned by the Parent or any of its Wholly-Owned Subsidiaries that is material to the business operations of the Parent and its Restricted Subsidiaries, taken as a whole.

“Material Subsidiary” means, with respect to any date of determination, (a) a Restricted Subsidiary contributing (or, if such Restricted Subsidiary was not a Subsidiary of the Parent for the entire Fiscal Year immediately preceding such date, that would have

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contributed) more than (i) 52.5% of the EBITDA or (ii) 52.5% of total assets (as determined in accordance with GAAP) of the Parent and its Restricted Subsidiaries on a consolidated basis, in each case in the Fiscal Year immediately preceding such date or (b) two or more Restricted Subsidiaries contributing (or, if any such Restricted Subsidiary was not a Subsidiary of the Parent for the entire Fiscal Year immediately preceding such date, that would have contributed) more than (i) 102.5% of the EBITDA or (ii) 102.5 % of total assets (as determined in accordance with GAAP) of the Parent and its Restricted Subsidiaries on a consolidated basis, in each case in the Fiscal Year immediately preceding such date. Notwithstanding the forgoing, each Applicant and each Wholly-Owned Subsidiary that owns any Material Intellectual Property shall at all times be a Material Subsidiary.

“Material Wholly-Owned Subsidiary” means, as of any date of determination pursuant to this Agreement, any Wholly-Owned Restricted Subsidiary (other than an Excluded Subsidiary) that (a) at such date has assets with an aggregate net book value (excluding intercompany balances) equal to or greater than $40,000,000.00, (b) owns a marine vessel that would be required to be a Mortgaged Vessel under the terms of this Agreement or the other Credit Documents if such Subsidiary were a Guarantor, (c) is an Applicant, (d) is a Person that directly owns equity interests in any Applicant or any other Material Wholly-Owned Subsidiary (other than a Wholly-Owned Subsidiary that is a Material Wholly-Owned Subsidiary solely as a result of this clause (d)) or (e) is (i) organized in the same jurisdiction as another Material Wholly-Owned Subsidiary described in clause (a) of this definition and (ii) not an Immaterial Subsidiary. For purposes of this definition, any nation, sovereign or government (including, for purposes of this definition, the United Kingdom) and any state, province or other political subdivision thereof shall constitute a single jurisdiction.

“Maturity Date” means the earliest to occur of (a) the third anniversary of the Initial Utilization Date or (b) the LC Facility Termination Date (as defined in the Existing Credit Agreement).

“Maximum Rate” has the meaning set forth in Section 11.22.

“MNPI” means material non-public information (within the meaning of the United States federal, state or other applicable securities laws) with respect to the Parent and its Affiliates or their Securities.

“Moody’s” means Xxxxx’x Investors Services, Inc., and its successors.

“Mortgaged Properties” means, each parcel of Real Property and the improvements thereto owned or leased by a Credit Party with respect to which a Mortgage is granted.

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“Mortgaged Vessel Owning Subsidiary” means at any time any Subsidiary of the Parent that owns a marine vessel that is or that is required at such time to be a Mortgaged Vessel under the terms of this Agreement or the other Credit Documents. As of the Initial Utilization Date, the Mortgaged Vessel Owning Subsidiaries and the Mortgaged Vessels owned by each are as follows:


Mortgaged Vessel Owning Subsidiary	Jurisdiction of Organization	Mortgaged Vessel	Vessel Flag
Hydro Marine Services, Inc.	Panama	XxXxxxxxx Xxxxxxx Barge Xx. 00	Xxxxxx
		Xxxxxxxx 000	Xxxxxx
		XxXxxxxxx Xxxxxxx Barge Xx. 00	Xxxxxx
		XXX 0000	Xxxxxx
		Lay Vessel 108	Malta

J. Xxx XxXxxxxxx (Norway), AS J. Xxx XxXxxxxxx International Vessels, Ltd.	Norway Xxxxxx Xxxxxxx	Xxxxx Xxxxx 000	Xxxxx
	Norway Xxxxxx Xxxxxxx	XxXxxxxxx Xxxxxxx Barge No. 50	Panama

McDermott Gulf Operating Company, Inc.	Panama	Thebaud Sea	Canada (bareboat registered in Barbados)

XxXxxxxxx International Vessels, Inc.	Panama	Emerald Sea	Barbados

“Mortgaged Vessels” means at any time the marine vessels of the Credit Parties that are subject to a Lien under the Collateral Documents at such time. The Mortgaged Vessels shall consist of the following as of the Initial Utilization Date:


Vessel Name		Flag
XxXxxxxxx Xxxxxxx Barge No. 27		Panama
XxXxxxxxx Xxxxxxx Barge No. 50		Panama
XxXxxxxxx Xxxxxxx Barge Xx. 00		Xxxxxx
XXX 0000		Xxxxxx
North Ocean 102		Malta
Lay Vessel 000		Xxxxx
Xxxxxxxx 000		Xxxxxx
Xxxxxxx Xxx		Xxxxxx (bareboat registered in Barbados)
Emerald Sea		Barbados

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“Mortgages” means (a) the fee or leasehold mortgages or deeds of trust, assignments of leases and rents and other security documents granting a Lien on any Mortgaged Property to secure the Obligations and (b) the mortgages and other security documents granting a Lien on any Mortgaged Vessel to secure the Obligations, in the case of each of clauses (a) and (b) each in form and substance reasonably satisfactory to the Collateral Agent, as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with this Agreement.

“Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Parent, any of its Subsidiaries, any Guarantor or any ERISA Affiliate has any obligation or liability, contingent or otherwise.

“Net Cash Proceeds” means, with respect to any event, proceeds received by the Parent or any Restricted Subsidiary after the Initial Utilization Date in cash or Cash Equivalents in respect of such event, net of (a) the reasonable cash costs (including underwriting commissions, legal, investment banking, brokerage and accounting and other professional fees and sales commissions) paid or reasonably estimated (to the extent reserves for such estimations are maintained in accordance with GAAP) in connection with such event by the Parent or any Restricted Subsidiary to Persons that are not Affiliates of the Parent or any Restricted Subsidiary ~~and~~, (b) in the case of any Asset Sale or Insurance/Condemnation Event, Taxes paid or reasonably estimated to be payable by the Parent or any Restricted Subsidiary as a result thereof (including, for the avoidance of doubt, as a result of any distribution of such proceeds to the Parent or any Restricted Subsidiary) and (c) the principal amount, premium or penalty, interest and other amounts on any Indebtedness under the Priming Credit Agreement which is required to be repaid or otherwise comes due or would be in default and is repaid and the amount of any obligation to cash collateralize any “Letter of Credit” (as defined in the Priming Credit Agreement) which is so deposited, in each case pursuant to the Priming Credit Agreement.

“New Incremental Commitment” has the meaning specified in Section 2.24(b).

“New Participant” has the meaning specified in Section 2.24(c).

“NO 105” means X.X. Xxx Vessel North Ocean 105.

“NO 105 Indebtedness” means Indebtedness for borrowed money incurred under the North Ocean 105 Credit Agreement and existing as of May 10, 2018.

“Non-cash Consideration” means the Fair Market Value of non-cash consideration received by the Parent or a Restricted Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-cash Consideration.

“Non-Consenting Participant” has the meaning specified in Section 11.1(c).

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“Non-Defaulting Participant” means a Participant that is not a Defaulting Participant.

“Non-Recourse Indebtedness” means Indebtedness of a Subsidiary of the Parent (in each case that is not a Credit Party) (a) that is on terms and conditions reasonably satisfactory to the Administrative Agent, (b) that is not, in whole or in part, Indebtedness of any Credit Party (and for which no Credit Party has created, maintained or assumed any Guaranty Obligation) and for which no holder thereof has or could have upon the occurrence of any contingency, any recourse against any Restricted Subsidiary or the assets thereof (other than the Stock or Stock Equivalents issued by the Subsidiary primarily obligated on such Indebtedness that are owned by a Restricted Subsidiary) for the repayment of such Indebtedness, and (c) owing to an unaffiliated third-party (which for the avoidance of doubt does not include the Parent, any Subsidiary thereof, any other Credit Party, any Joint Venture (or owner of any interest therein) and any Affiliate of any of them).

“North Ocean 105 Credit Agreement” means the Facility Agreement dated as of September 30, 2010, among North Ocean 105 AS, as borrower, the Parent, as guarantor, BNP Paribas and Crédit Agricole Corporate and Investment Bank, as mandated lead arrangers, BNP Paribas, as facility agent, security agent, ECA coordinator and documentation bank, and the lenders from time to time party thereto.

“North Ocean Entity” means North Ocean 105 AS, a private limited liability company organized and existing under the laws of Norway. As of the Initial Utilization Date, the North Ocean Entity is a Wholly-Owned Subsidiary of the Parent.¶

“Notes Issuer” means initially McDermott Escrow 1, Inc. (which merged with and into McDermott Technology (Americas), Inc., and McDermott Escrow 2, Inc. (which merged with and into McDermott Technology (US), Inc.).

“Obligations” means the Letter of Credit Obligations and all other amounts, obligations, covenants and duties owing by the Applicants and the other Credit Parties to the Agents, any Participant, any Issuer, any Affiliate of any of them or any Indemnitee, of every type and description (whether by reason of an extension of credit, opening or amendment of a letter of credit or payment of any draft drawn thereunder, loan, guaranty, indemnification, foreign exchange or currency swap transaction, interest rate hedging transaction or otherwise), present or future, arising under this Agreement or any other Credit Document, in each case whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired and whether or not evidenced by any note, guaranty or other instrument or for the payment of money, including all letter of credit and other fees (including, the Commitment Fees and the Fronting Fee), interest (including post-petition interest, whether or not allowed in a bankruptcy proceeding), charges, expenses, attorneys’ fees and disbursements and other sums chargeable to any Applicant under this Agreement or any other Credit Document and all obligations of any Applicant under any Credit Document to provide cash collateral for Obligations in respect of Letters of Credit.

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“OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Original Currency” has the meaning specified in Section 11.19(a).¶

~~“~~Original Indebtedness~~” has the meaning given to such term in the definition of “Refinancing Indebtedness”.~~

“Other Applicant Obligations” has the meaning specified in Section 11.23.

“Other Connection Taxes” means, with respect to any Participant or Issuer or the Administrative Agent, Taxes imposed as a result of a present or former connection between such Participant or Issuer or the Administrative Agent and the jurisdiction imposing such Tax (other than connections arising from such Person having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Credit Document).

“Other Currency” has the meaning specified in Section 11.19(a).

“Other Documents” has the meaning set forth in Section 12.1.

“Other Specified Permitted Sale/Leasebacks” means (a) any sale and leaseback transaction of CBI’s administrative headquarters facility in The Woodlands, Texas and (b) any sale and leaseback transaction (other than in connection with clause (a)) of all or any portion of CBI’s other property, in each case on terms acceptable to the Administrative Agent and only to the extent that the aggregate amount of Net Cash Proceeds from all such Other Specified Permitted Sale/Leasebacks is less than or equal to $150,000,000.

“Other Taxes” has the meaning specified in Section 2.19(b).

“Outside Date” has the meaning specified in Section 3.2.

“Parallel Debt” has the meaning specified in the Collateral Agency and Intercreditor Agreement.

“Parent” has the meaning specified in the preamble to this Agreement.

“Parent Registration Statement” means the Registration Statement on Form S-4 of the Parent and Comet I B.V. filed with the SEC on January 24, 2018, together with all amendments and supplements thereto.

“Parent’s Accountants” means the Parent’s accountants, which shall be Deloitte & Touche LLP or another firm of independent nationally recognized public accountants.

“Participants” means each financial institution or other entity that (a) is listed on the signature pages of the Agreement as a “Participant” or (b) from time to time becomes a party hereto as a Participant by execution of an Assignment and Acceptance or an Increase and Joinder Agreement.

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“Participation Fee” has the meaning specified in Section 2.15(c)(ii).

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Performance Guarantee” of any Person means (a) any letter of credit, bankers acceptance, surety bond, performance bond, bank guarantee or other similar obligation issued for the account of such Person to support only trade payables or nonfinancial performance obligations of such Person, (b) any letter of credit, bankers acceptance, surety bond, performance bond, bank guarantee or other similar obligation issued for the account of such Person to support any letter of credit, bankers acceptance, surety bond, performance bond, bank guarantee or other similar obligation issued for the account of a Subsidiary or joint venture of such Person to support only trade payables or non-financial performance obligations of such Subsidiary or joint venture, and (c) any parent company guarantee or other direct or indirect liability, contingent or otherwise, of such Person with respect to trade payables or non-financial performance obligations of a Subsidiary or joint venture of such Person, if the purpose of such Person in incurring such liability is to provide assurance to the obligee that such contractual obligation will be performed, or that any agreement relating thereto will be complied with.

“Performance Letter of Credit” means (a) a letter of credit issued to secure ordinary course performance obligations in connection with marine installation, project engineering, procurement, construction, maintenance and other similar projects (including projects about to be commenced) or bids for prospective marine installation, project engineering, procurement, construction, maintenance and other similar projects, (b) a letter of credit issued to back a bank guarantee, surety bond, performance bond or other similar obligations issued to support ordinary course performance obligations in connection with marine installation, project engineering, procurement, construction, maintenance and other similar projects (including projects about to be commenced) or bids for prospective marine installation, project engineering, procurement, construction, maintenance and other similar projects or (c) a letter of credit qualifying as a “performance-based standby letter of credit” under 12 CFR Part 3, Appendix A, Section 3(b)(2)(i) or any successor U.S. Comptroller of the Currency regulation.

“Permit” means any permit, approval, authorization, license, variance or permission required from a Governmental Authority under an applicable Requirement of Law.

“Permitted Bond Hedge Transactions” means any and all call or capped call options (or similar derivate transaction) on Parent’s common stock purchased by Parent in connection with the issuance of any Convertible Indebtedness; provided that the purchase price for such Permitted Bond Hedge Transaction, less the proceeds received by Parent from the sale of any related Permitted Warrant Transaction, does not exceed the net proceeds received by Parent from the sale of such Convertible Indebtedness issued in connection with the Permitted Bond Hedge Transaction.¶

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~~“~~Permitted Term Refinancing Debt~~” means any Refinancing Indebtedness with respect to which the Term Loans are the Original Indebtedness.~~

“Permitted Warrant Transactions” means any and all call options, warrants or rights to purchase (or similar derivative transaction) on Parent’s common stock sold by Parent substantially concurrently with any purchase by Parent of a related Permitted Bond Hedge Transaction.

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, estate, trust, limited liability company, unincorporated association, joint venture or other entity, or a Governmental Authority.

“Pledge and Security Agreement” means the Pledge and Security Agreement dated as of May 10, 2018 executed by the Parent, the Applicants, each other Guarantor party thereto and the Collateral Agent.

“Pledged Notes” has the meaning specified in the Pledge and Security Agreement.

“Pledged Stock” has the meaning specified in the Pledge and Security Agreement.

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest rate per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent).¶

“Priming Administrative Agent” has the meaning set forth in the Priming Credit Agreement.¶

“Priming Collateral Agent” has the meaning set forth in the Priming Credit Agreement.¶

“Priming Credit Agreement” means that certain Superpriority Senior Secured Credit Agreement, dated as of Amendment No. 1 Effective Date (as the same may be amended, restated, replaced, supplemented, waived or otherwise modified from time to time), among the Applicants, the Parent, the other Credit Parties, the Priming Administrative Agent, and the Priming Collateral Agent.¶

“Priming Credit Agreement Obligations” means the “Obligations” under and as defined in the Priming Credit Agreement.¶

“Priming Loan Documents” means the “Loan Documents” under and as defined in the Priming Credit Agreement.

“Projections” means those financial projections of the Parent and its Subsidiaries delivered to the Administrative Agent by the Parent in connection with the facility evidenced by this Agreement covering the Fiscal Quarters ending September 30, 2018 and December 31, 2018, and the Fiscal Years 2019 through 2022.

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“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public-Side Participants” means Participants that do not wish to receive MNPI.

“Purchasing LC Participant” has the meaning specified in Section 11.7(a)(i)(C).

“Ratable Portion~~” or “ratably~~” means, subject to adjustment as provided in Section 2.15(f), Section 2.16(e) and Section 2.23(a)(iv), with respect to the Commitments or Obligations of any Participant at any time, the percentage obtained by dividing (i) the Commitments of such Participant at such time by (ii) the aggregate Commitments of all Participants at such time; provided that if the Commitments have been terminated, then the Ratable Portion of such Participant shall be determined based on the Ratable Portions of such Participant, and of all other Participants, immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“Reaffirmation Agreement” means that certain Reaffirmation Agreement dated as of the Initial Utilization Date, among the Applicants, each other Subsidiary Guarantor, the Administrative Agent and acknowledged by the Collateral Agent.

“Real Property” means all Mortgaged Property and all other real property owned or leased from time to time by any Credit Party or any of its Restricted Subsidiaries.

“Refinancing Indebtedness” means, in respect of any Indebtedness (the “Original Indebtedness”), any Indebtedness that extends, renews or refinances such Original Indebtedness (or any Refinancing Indebtedness in respect thereof); provided that (a) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount of such Original Indebtedness except by an amount not greater than accrued and unpaid interest, fees and premiums (if any) with respect to such Original Indebtedness and reasonable fees and expenses arising from such extension, renewal or refinancing; (b) the stated final maturity of such Refinancing Indebtedness shall not be earlier, and the weighted average life to maturity of such Refinancing Indebtedness shall not be shorter, than that of such Original Indebtedness; (c) such Refinancing Indebtedness shall not be required to be repaid, prepaid, redeemed, repurchased or defeased, whether on one or more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof (except, in each case, upon the occurrence of an event of default, customary asset sale prepayments, excess cash flow prepayments or a change in control or as and to the extent such repayment, prepayment, redemption, repurchase or defeasance would have been required pursuant to the terms of such Original Indebtedness) prior to the earlier of (i) the maturity of such Original Indebtedness and (ii) the date 91 days after the ~~third anniversary of the Initial Utilization~~Maturity Date; provided that notwithstanding the foregoing, scheduled amortization payments (however denominated) of such Refinancing Indebtedness shall be permitted so long as the weighted average life to maturity of such Refinancing Indebtedness shall be longer than the weighted average life to maturity of such

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Original Indebtedness remaining as of the date of such extension, renewal or refinancing; (d) the borrower or issuer, as applicable, of such Original Indebtedness shall be the borrower or issuer, as applicable, of such Refinancing Indebtedness and none of the Parent, any Applicant or any Subsidiary shall be an obligor (including pursuant to a Guaranty Obligation) if the Parent, such Applicant or Subsidiary was not (or, in the case of after-acquired Subsidiaries, were not required to become) an obligor in respect of such Original Indebtedness, and, in each case, such Refinancing Indebtedness shall constitute an obligation of such Subsidiary or of the Applicants only to the extent of their obligations in respect of such Original Indebtedness; (e) if such Original Indebtedness shall have been subordinated to the Obligations, such Refinancing Indebtedness shall also be subordinated to the Obligations on terms not less favorable in any material respect to the Applicants; and (f) such Refinancing Indebtedness shall not be secured by any Lien on any asset other than the assets that secured such Original Indebtedness (or that would have been required to secure such Original Indebtedness pursuant to the terms thereof) or, in the event Liens securing such Original Indebtedness shall have been contractually subordinated to any Lien securing the Obligations, by any Lien that shall not have been contractually subordinated on terms not less favorable in any material respect to the Applicants.

“Refinancing Senior Notes Indebtedness” means, in respect of any Senior Notes, any Indebtedness that extends, renews or refinances such Senior Notes (or any Refinancing Senior Notes Indebtedness in respect thereof); provided that (a) the principal amount of such Refinancing Senior Notes Indebtedness shall not exceed the principal amount of such Senior Notes except by an amount not greater than accrued and unpaid interest, fees and premiums (if any) with respect to such Senior Notes and reasonable fees, expenses and premiums (if any) arising from such extension, renewal or refinancing; (b) the stated final maturity of such Refinancing Senior Notes Indebtedness shall not be earlier, and the weighted average life to maturity of such Refinancing Senior Notes Indebtedness shall not be shorter, than that of such Senior Notes; (c) such Refinancing Senior Notes Indebtedness shall not be required to be repaid, prepaid, redeemed, repurchased or defeased, whether on one or more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof (except, in each case, upon the occurrence of an event of default, customary asset sale prepayments, excess cash flow prepayments or a change in control or as and to the extent such repayment, prepayment, redemption, repurchase or defeasance would have been required pursuant to the terms of such Senior Notes) prior to the earlier of (i) the maturity of such Senior Notes and (ii) the date 91 days after the Scheduled Term Maturity Date (as defined in the Existing Credit Agreement); provided that notwithstanding the foregoing, scheduled amortization payments (however denominated) of such Refinancing Senior Notes Indebtedness shall be permitted so long as the weighted average life to maturity of such Refinancing Senior Notes Indebtedness shall be longer than the weighted average life to maturity of such Senior Notes remaining as of the date of such extension, renewal or refinancing; (d) the borrower or issuer, as applicable, of such Senior Notes shall be the borrower or issuer, as applicable, of such Refinancing Senior Notes Indebtedness and none of the Parent, any Applicant or any Subsidiary shall be an obligor (including pursuant to a Guaranty Obligation) if the Parent, such Applicant or Subsidiary was not (or, in the case of after-acquired

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Subsidiaries, were not required to become) an obligor in respect of such Senior Notes, and, in each case, such Refinancing Senior Notes Indebtedness shall constitute an obligation of such Subsidiary or of the Applicants only to the extent of their obligations in respect of such Senior Notes; (e) if such Senior Notes shall have been subordinated to the Obligations, such Refinancing Senior Notes Indebtedness shall also be subordinated to the Obligations on terms not less favorable in any material respect to the Lenders; and (f) such Refinancing Senior Notes Indebtedness shall not be secured by any Lien on any asset other than the Collateral on a junior priority basis to the Liens on the Collateral securing the Obligations subject to a Junior Intercreditor Agreement.¶

“ Register” has the meaning specified in Section 11.2(c)(i).

“Regulation S-X” means Regulation S-X under the Securities Act of 1933.

“Regulation T” means Regulation T of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by and to brokers and dealers of securities for the purpose of purchasing or carrying margin stock (as defined therein).

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by banks, non-banks and non-broker lenders for the purpose of purchasing or carrying margin stock applicable to member banks of the Federal Reserve System.

“Regulation X” means Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by foreign lenders for the purpose of purchasing or carrying margin stock (as defined therein).

“Reimbursement Agreement” has the meaning specified in Section 2.7(e).

“Reimbursement Obligations” means all outstanding matured reimbursement or repayment obligations payable to any Issuer with respect to amounts drawn under Letters of Credit.

“Related Obligations” has the meaning specified in Section 10.8.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, representatives, attorneys, consultants, advisors and trustees of such Person and of such Person’s Affiliates.

“Release” means, with respect to any Person, any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration, in each case, of any Contaminant into the indoor or outdoor environment or into or out of any

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property owned by such Person, including the movement of Contaminants through or in the air, soil, surface water, ground water or property and, in each case, in violation of Environmental Law.

“Remedial Action” means all actions required by any applicable Environmental Law to (a) clean up, remove, treat or in any other way address any Contaminant in the indoor or outdoor environment, (b) prevent the Release or threat of Release or minimize the further Release so that a Contaminant does not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment or (c) perform pre-remedial studies and investigations and post-remedial monitoring and care.

“Requirement of Law” means, with respect to any Person, the common law and all federal, state, local and foreign laws, rules and regulations, orders, judgments, decrees and other determinations of any Governmental Authority or arbitrator, applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject, including, without limitation, foreign exchange control, United States foreign assets control, and currency reporting laws and regulations, now or hereafter applicable, and all licensing and other formalities, necessary for the import, export and transport of any property, including, without limitation, those required by the regulations of the Export Administration of the Bureau of Industry and Security.

“Requisite Participants” means at any time, Participants having LC Facility Exposure and unused Commitments representing more than 50% of the sum of all LC Facility Exposure outstanding and unused Commitments at such time; provided that the Commitments and LC Facility Exposure of any Defaulting Participant shall be excluded for purposes of making a determination of Requisite Participants.

“Responsible Officer” means, with respect to any Person, any of the principal executive officers, managing members, managing directors or general partners of such Person but, in any event, with respect to financial matters, the chief financial officer, treasurer, assistant treasurer or controller of such Person.

“Restricted Payment” means:

(a) any dividend, interest (exclusive of any interest paid in kind on preferred stock outstanding on the date hereof) or any other distribution or payment, whether direct or indirect, on account of any Stock or Stock Equivalents of the Parent or any of its Restricted Subsidiaries now or hereafter outstanding, except a dividend, interest or any other distribution or payment payable solely in Stock or Stock Equivalents (other than Disqualified Stock) or “in-kind” or in lieu of cash or a dividend or distribution payable solely to the Applicants or one or more of the other Subsidiary Guarantors;

(b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Stock or Stock Equivalents of the Parent or any of its Restricted Subsidiaries now or hereafter outstanding other than one payable solely to the Applicants or one or more of the other Subsidiary Guarantors; and

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“Restricted Subsidiary” means a Subsidiary that is not an Unrestricted Subsidiary. For the avoidance of doubt, the Applicants shall at all times be Restricted Subsidiaries. Except where context requires otherwise, a reference to a “Restricted Subsidiary” shall be a reference to a Restricted Subsidiary of the Parent.

“S&P” means S&P Global Ratings, a division of S&P Global, Inc., and its successors.

“Sanctioned Country” means, at any time, a country or territory which is, or whose government is, the subject or target of any Sanctions.

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, any EU member state, the United Kingdom or Canada, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person controlled by any such Person.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom or Global Affairs Canada.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Leverage Ratio” means, as of any date of determination, the ratio of (a) (i) Leverage Ratio Debt as of such day secured by a Lien on property of the Parent or any of its Restricted Subsidiaries, minus (ii) the Segregated Cash Amount to (b) EBITDA for the most recently ended four Fiscal Quarter period for which financial statements have been delivered pursuant to Section 6.1(a) or (b).

“Secured Parties” means the Participants, the Issuers, each Agent and any other holder of any Obligation.

“Security” means any Stock, Stock Equivalent, voting trust certificate, bond, debenture, promissory note or other evidence of Indebtedness, whether secured, unsecured, convertible or subordinated, or any certificate of interest, share or participation in, or any temporary or interim certificate for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing, but shall not include any evidence of the Obligations.

“Security Principles” means (A) no actions shall be required under the law of any non-U.S. jurisdiction in order to create or perfect any security interest other than (x) in respect of Mortgaged Vessels, (y) actions required under the laws of Australia, Canada, Cayman Islands, Curacao, Jersey, Leichtenstein, Panama, the Netherlands, Norway and the

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Xxxxxx Xxxxxxx and (z) actions reasonably requested by the Collateral Agent in any other jurisdiction taking into account (1) the materiality of the relevant Collateral, (2) the cost thereof and (3) the benefits to the Participants afforded thereby and (B) no Lien by any Person organized outside of the United States shall be made that would result in any breach of any law or regulation (or analogous restriction) of the jurisdiction of organization of such Person or result in a substantial risk to the officers or directors of such Person of a civil or criminal liability; provided that if any actions are not taken in respect of Collateral solely as a result of this sub-clause (B), the Parent shall, at the reasonable request of the Collateral Agent, diligently pursue any relevant governmental or third party consents or other authority to permit such subsidiary to create or perfect a security interest in such Collateral or to mitigate such risk of liability.

“Segregated Cash Amount” has the meaning specified in the Existing Credit Agreement as of the date hereof.

“Selling Participant” has the meaning specified in Section 11.7(a)(i)(C).¶

“Senior Intercreditor Agreement” means that certain Senior Intercreditor Agreement dated as of the Amendment No. 1 Effective Date by and among the Applicants, the Parent, the other “Grantors” party thereto from time to time, the Priming Administrative Agent, the Priming Collateral Agent, the Revolving and LC Administrative Agent (as defined in the Existing Credit Agreement), the Collateral Agent, the Term Loan Administrative Agent and the other financial institutions from time to time party thereto.

“Senior Notes” means the 10.625% Senior Notes due May 2024 issued by the U.S. Applicants.

“Solvent” means, as of any date of determination, with respect to any Person:

(a) the fair value of the property of the Person and its Subsidiaries, on a consolidated basis, is greater than the total amount of the liabilities, including contingent liabilities, of the Person and its Subsidiaries on a consolidated basis. In computing the amount of any contingent liabilities on such date, such liabilities shall have been computed at the amount that, in light of all of the facts and circumstances existing on such date, represents the amount that can be reasonably expected to become an actual or matured liability;

(b) the present fair saleable value of the assets of the Person and its Subsidiaries, on a consolidated basis, is not less than the amount that will be required to pay the probable liability of the Person and its Subsidiaries, on a consolidated basis, on their debts as they become absolute and matured;

(c) the Person and its Subsidiaries, on a consolidated basis, do not intend to incur debts or liabilities beyond their ability to pay such debts and liabilities as they mature in the ordinary course of business;

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(d) the Person and its Subsidiaries, on a consolidated basis, are not engaged in business or a transaction for which their property would constitute an unreasonably small capital; and

(e) the Person and its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, Contingent Obligations and other commitments as they mature in the ordinary course of business. In computing the amount of any contingent liabilities on such date, such liabilities shall have been computed at the amount that, in light of all of the facts and circumstances existing on such date, represents the amount that can be reasonably expected to become an actual or matured liability. ¶

“~~Specified Asset Sale~~” means (a) any Asset Sale made in reliance on ~~clause (g)~~, ~~(h)~~, ~~(i)~~, or ~~(j)~~ of ~~Section 8.4~~, (b) any sale by the Parent or any of its Restricted Subsidiaries of any equity interests in any Restricted Subsidiary and (c) any issuance of Stock or Stock Equivalents by any Restricted Subsidiary, in each case of the foregoing ~~clauses (a)~~ through ~~(c)~~, resulting in aggregate Net Cash Proceeds exceeding $25,000,000.00 during any Fiscal Year. The term “Specified Asset Sale” shall not include any Insurance/Condemnation Event.

“Stock” means shares of capital stock (whether denominated as common stock or preferred stock), partnership or membership interests, equity participations or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or similar business entity, whether voting or non-voting.

“Stock Equivalents” means all securities convertible into or exchangeable for Stock and all warrants, options or other rights to purchase or subscribe for any Stock, whether or not presently convertible, exchangeable or exercisable, but excluding Convertible Indebtedness.

“Sub-Participant” has the meaning specified in Section 11.2(d).

“Sub-Participant Register” has the meaning specified in Section 11.2(d).

“Subsidiary” means, with respect to any Person, a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person and in relation to a person incorporated (or established) in the Netherlands, a “dochtermaatschappij” within the meaning of section 2:24a DCC (regardless whether the shares or voting rights on the shares in such company are held directly or indirectly through another “dochtermaatschappij”). Unless otherwise specified, all references herein to a “Subsidiary”, “Restricted Subsidiary”, “Restricted Subsidiaries” or “Subsidiaries” shall refer to a Subsidiary, Restricted Subsidiary, Restricted Subsidiaries or Subsidiaries of the Parent.

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“Subsidiary Guarantor” means each Guarantor other than the Parent. As of the Initial Utilization Date, each Person listed on Schedule V hereto is a Subsidiary Guarantor.

“Successor Agent” has the meaning specified in Section 10.6.

“Syndication Agents” means each of Barclays Bank PLC, Crédit Agricole Corporate and Investment Bank and ABN AMRO Capital USA LLC, in its capacity as syndication agent for the credit facility evidenced by this Agreement.

“Tax Affiliate” means, with respect to any Person, (a) any Subsidiary of such Person, and (b) any Affiliate of such Person with which such Person files or is eligible to file affiliated, consolidated, combined, unitary or other similar Tax Returns.

“Tax Return” has the meaning specified in Section 4.8.

“Taxes” has the meaning specified in Section 2.19(a).¶

“Technology Business” means, collectively, (a) the technology business segment operated by the Parent and its Subsidiaries which provides proprietary technology licenses, associated engineering services, proprietary equipment and catalysts, primarily for the petrochemical and refining industries, and (b) the engineered products business segment operated by the Parent and its Subsidiaries which provides engineered products for the oil and gas, petrochemical, power generation, water and wastewater, mining and mineral processing industries, and excluding, for the avoidance of doubt, (i) the Xxxxxx Consultants business, (ii) the minority ownership interest in Net Power LLC owned by Xxxxxx Technology LLC and (iii) know-how and intellectual property of the Parent and its Subsidiaries, including its patents, designs, digital infrastructure and service techniques, in each case not primarily used in the ordinary course of the business segments described in (a) and (b), which have been transferred to Xxxxxx Technology and its affiliates pursuant to the Transfer of Proprietary Rights Agreement dated May 10, 2018 between Xxxxxx Technology LLC and X. Xxx Holdings Inc., the Transfer of Propriety Rights Agreement dated May 10, 2018 between McDermott Technology (Americas), Inc., McDermott Technology (US), Inc. and Chicago Bridge & Iron Company and the Transfer of Propriety Rights Agreement dated May 10, 2018 between Xxxxxx Technology LLC, McDermott Technology (Americas), Inc. and McDermott Technology (US), Inc., and otherwise.

“Term Loan” has the meaning specified in the Existing Credit Agreement as of the date hereof.

“Termination Date” means the earliest of (a) the Maturity Date and (b) the date on which the termination of all the Commitments pursuant to Section 2.8 or Section 9.2 has occurred and all the Obligations have become due and payable pursuant to Section 2.8 or Section 9.2.

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“Title IV Plan” means a pension plan, other than a Multiemployer Plan, covered by Title IV of ERISA and to which the Parent, any of its Subsidiaries, any Guarantor or any ERISA Affiliate has any obligation or liability (contingent or otherwise).

“Total Assets” means, on any date of determination, the consolidated total assets of the Parent and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, as shown on the most recent balance sheet of the Parent.¶

“Tranche B Funding Date” has the meaning set forth in the Priming Credit Agreement on the Amendment No. 1 Effective Date.

“Transactions” means the execution, delivery and performance by each Credit Party of the Credit Documents to which it is to be a party, the creation of the Liens provided for in the Collateral Documents and, in the case of the Applicants, the issuance of Letters of Credit hereunder.

“Treasury Management Arrangement” means any arrangement for credit card, cash management, clearing house, wire transfer, depository, treasury or investment services in connection with any transfer or disbursement of funds through an automated clearinghouse or on a same day or immediate or accelerated availability basis (including all monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise of the Parent or any of its Subsidiaries arising out of any cash management, clearing house, wire transfer, depository, treasury or investment services) provided to the Parent or any of its Subsidiaries. The designation of any such arrangement as a Treasury Management Arrangement shall not create in favor of the counterparty that is a party thereto any rights in connection with the management, enforcement or release of any Collateral.

“Treasury Regulations” means the final and temporary income Tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“U.S. Applicants” means XxXxxxxxx Technology (Americas), Inc. and XxXxxxxxx Technology (US), Inc.

“U.S. Subsidiary” means any Subsidiary of the Parent that is organized under the laws of the United States of America, any State thereof or the District of Columbia.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 2.19(e).

“UCC” means the Uniform Commercial Code as the same may, from time to time, be in effect in the State of New York; provided, however, in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

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“Undisclosed Administration” means, in relation to a Participant or its direct or indirect parent company, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or based on the law in the country where such Participant or such parent company is subject to home jurisdiction supervision if applicable law requires that such appointment is not to be publicly disclosed; provided that such appointment does not result in or provide such Participant with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Participant (or appointed Person) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Participant.

“Undrawn Amounts” means, at any time, the aggregate undrawn face amount of all Letters of Credit outstanding at such time (or, for any Letter of Credit denominated in an Alternative Currency, the Dollar Equivalent thereof at such time).

“Unrestricted Subsidiary” means:

(a) any Captive Insurance Subsidiary;

(b) the Amazon Entity; and

(d) any other Subsidiary of the Parent (other than an Applicant) that after the Initial Utilization Date is designated by the board of directors of the Parent as an Unrestricted Subsidiary pursuant to a resolution passed by the board of directors of the Parent, but only to the extent that:¶

~~(i) such Subsidiary has no Indebtedness other than Non-Recourse Indebtedness;¶~~

(ii) except as permitted pursuant to ~~Section 8.8~~, such Subsidiary is not party to any agreement, contract, arrangement or understanding with the Parent or any Restricted Subsidiary unless the terms of any such agreement or contract are, taken as a whole, no less favorable to the Parent or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Parent;¶

(iii) except for equity contribution obligations in connection with Non-Recourse Indebtedness, such Subsidiary is a Person with respect to which neither the Parent nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Stock or Stock Equivalents or (ii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;¶

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(iv) the aggregate Fair Market Value of all outstanding Investments owned by the Parent and its Restricted Subsidiaries in the Subsidiary being so designated and any commitments to make any such Investments would be permitted under ~~Section 8.5~~ ~~as of the time of the designation;~~¶

~~(v) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing;¶~~

~~(vi) immediately before and after such designation, the Applicants shall be in pro forma compliance with~~ ~~Article V~~ ~~as of the most recent date of determination; ¶~~

(vii) such Subsidiary has also been designated an Unrestricted Subsidiary under any Permitted Term Refinancing Debt, any Junior Priority Indebtedness, the Senior Notes and any Refinancing Indebtedness in respect of the foregoing;¶

(viii) such Subsidiary has not previously been designated as an Unrestricted Subsidiary; and¶(ix) following any designation as an Unrestricted Subsidiary, such Unrestricted Subsidiary shall not be permitted to own, or hold an exclusive license to, any Material Intellectual Property.¶

Any designation of a Subsidiary of the Parent as an Unrestricted Subsidiary after the Initial Utilization Date will be evidenced to the Administrative Agent by filing with the Administrative Agent a certified copy of the resolution passed by the board of directors of the Parent giving effect to such designation and a certificate of a Responsible Officer of the Parent certifying that such designation complied with the preceding conditions, and any such designation shall be effective as of the effective date of such certificate.¶

~~If, at any time, any Unrestricted Subsidiary (other than a Captive Insurance Subsidiary or the North Ocean Entity) would fail to meet the requirements of~~ ~~clause (d)(i)~~, ~~(d)(ii)~~, ~~(d)(iii)~~, ~~(d)(iv)~~ or ~~(d)(vii)~~ above as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and the other Credit Documents and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Parent as of such date and, if such Indebtedness is not permitted to be incurred as of such date pursuant to ~~Section 8.1~~, ~~the Applicants will be in default of such covenant.¶~~

~~The board of directors of the Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary;~~ ~~provided~~ that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Parent of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (i) such Indebtedness is permitted pursuant to ~~Section 8.1~~; and (ii) no Default or Event of Default would be in existence following such designation. Upon any such designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the redesignated Subsidiary will become a Guarantor pursuant to, and if required by, ~~Section 7.11.~~

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“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“Voting Stock” means Stock of any Person having ordinary power to vote in the election of members of the board of directors, managers, trustees or similar controlling Persons of such Person (irrespective of whether, at the time, Stock of any other class or classes of such entity shall have or might have voting power by reason of the happening of any contingency).

“Wholly-Owned” means, in respect of any Person, any Subsidiary of such Person, all of the Stock of which (other than director’s qualifying shares, and the like, as may be required by applicable law) is owned by such Person, either directly or indirectly through one or more Wholly-Owned Subsidiaries thereof.

“Withdrawal Liability” means, with respect to the Parent, any of its Subsidiaries, any Guarantor or any ERISA Affiliate at any time, the aggregate liability incurred (whether or not assessed) with respect to all Multiemployer Plans pursuant to Section 4201 of ERISA.

“Withholding Agent” means any Credit Party, Barclays Bank PLC, New York Branch, and any Successor Agent.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

Section 1.2 Computation of Time Periods

In this Agreement, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and, where applicable, the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including.”

Section 1.3 Accounting Terms and Principles

(a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity with GAAP.

(b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial

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Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Credit Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII shall be given effect until such provisions are amended to reflect such changes in GAAP.

(c) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Account Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent or any of its Subsidiaries at “fair value”, as defined therein.

Section 1.4 Certain Terms

(a) The words “herein,” “hereof” and “hereunder” and similar words refer to this Agreement as a whole, and not to any particular Article, Section, subsection or clause in this Agreement.

(b) Unless otherwise expressly indicated herein, (i) references in this Agreement to an Exhibit, Schedule, Article, Section, clause or sub-clause refer to the appropriate Exhibit or Schedule to, or Article, Section, clause or sub-clause in this Agreement, (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, and (iii) the words “above” and “below”, when following a reference to a clause or a sub-clause of any Credit Document, refer to a clause or sub-clause within, respectively, the same Section or clause.

(c) Each agreement defined in this Article I shall include all appendices, exhibits and schedules thereto. ~~References~~Unless otherwise specified, references in this Agreement to ~~xxxx~~xx agreement shall be to such agreement as so amended, restated, supplemented or modified, unless (i) any consent is required hereunder for an amendment, restatement, supplement or other modification to any such agreement and such consent is not obtained or (ii) it is otherwise specified that such reference refers to such agreement as of a particular date.

(d) References in this Agreement to any statute shall be to such statute as amended or modified, together with any successor legislation, in each case in effect at the time any such reference is operative unless it is otherwise specified that such reference refers to such statute as of a particular date.

(e) The term “including” when used in any Credit Document means “including without limitation” except when used in the computation of time periods. The phrase “in the aggregate”, when used in any Credit Document, means “individually or in the aggregate,” unless otherwise expressly noted.

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(f) Upon the appointment of any successor Administrative Agent pursuant to Section 10.6(a), the reference to CA CIB or Barclays, as applicable, in the definition of Dollar Equivalent shall be deemed to refer to the financial institution then acting as the Administrative Agent or one of its Affiliates if it so designates.

(g) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of the Issuer document related thereto, provides for one or more automatic increases after such time in the stated amount thereof, the amount of such Letter of Credit shall be deemed for all purposes (other than determining the Participation Fees and Fronting Fees payable in connection with such Letter of Credit) to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time or may occur in the future.

(h) For all purposes under the Credit Documents, in connection with any division or plan under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Stock at such time.¶

(i) The phrase “unmatured or undrawn” when used in any Loan Document means that (i) the beneficiary of the applicable letter of credit, bankers’ acceptance, surety bond, performance bond, bank guarantee or other similar obligation has not made a bona fide drawing or other demand for funding under such letter of credit, bankers’ acceptance, surety bond, performance bond, bank guarantee or other similar obligation and (ii) the issuer of such letter of credit, bankers’ acceptance, surety bond, performance bond, bank guarantee or other similar obligation shall not have a favorable legal judgment to obtain cash collateral in respect thereof.

Section 1.5 Dutch Terms

(a) In relation to any entity that is incorporated, or where applicable, has its centre of main interest in the Netherlands, a reference to:

(i) a moratorium includes voorlopige surseance van betaling or surseance van betaling;

(ii) winding up, liquidation and reorganization (and any of those terms) includes an entity being declared bankrupt (failliet verklaard), dissolved (ontbonden) or subjected any to emergency regulations (noodregeling) on the basis of the Dutch Act on Financial Supervision (Wet op het Financieel Toezicht measures);

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(iii) admit in writing its inability to pay its debts generally includes with respect to an entity the filing of any notice under section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990) (“TCA”) or section 60 paragraphs 2 and/or 3 of the Social Insurance Financing Act of the Netherlands (Wet Financiering Sociale Verzekeringen) in conjunction with section 36 of the TCA;

(iv) a security interest includes any mortgage (hypotheek), pledge (pandrecht), retention of title arrangement (eigendomsvoorbehoud), privilege (voorrecht), right of retention (recht van retentie), right to reclaim goods (recht van reclame), and any other rights in rem (zakelijke rechten) or other rights created for the purpose of granting security;

(v) all necessary corporate, limited liability company or partnership action includes without limitation, where applicable, (i) compliance with any requirements of the Dutch Works Councils Act (Wet op de ondernemingsraden) or the European Works Councils Act (Wet op de Europese ondernemingsraden) and (ii) having obtained an (x) unconditional neutral advice (advies) or unconditional positive advice, or (y) a conditional positive advice, from the competent works council.

For the purpose of this Section 1.5(a)(v):

(A)

“unconditional neutral advice” and “unconditional positive advice” shall mean an advice which can be read as an advice to execute and proceed with the proposed decision(s) as described in the request for advice; and

(B)

“conditional positive advice” shall mean an advice of which all conditions can reasonably be expected to be satisfied without having a Material Adverse Effect;

(vi) an administrator includes a bewindvoerder and a stille bewindvoerder;

(vii) a distribution or dividend includes any distribution of profits (winstuitkering) or the distribution of reserves (uitkering uit reserves);

(viii) organizational documents means a copy of:

(1)

the articles of association (statuten);

(2)

the deed of incorporation (akte van oprichting); and

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(3)

an up-to-date extract (uittreksel) from the trade register (Handelsregister) of the Dutch chamber of commerce (Xxxxx van Koophandel); and

(b) officers include managing directors of a Dutch entity.

ARTICLE II

LETTERS OF CREDIT

Section 2.1 [Reserved]

Section 2.2 [Reserved]

Section 2.3 [Reserved]

Section 2.4 [Reserved]

Section 2.5 Letters of Credit

(a) On the terms and subject to the conditions contained in this Agreement, each Issuer agrees to Issue one or more Performance Letters of Credit at the request of, and for the account of, an Applicant to support obligations of the Parent, such Applicant, any of the Parent’s Subsidiaries or any of the Parent’s or any of its Subsidiaries’ Joint Ventures, from time to time on any Business Day during the period commencing on the Initial Utilization Date and ending on the date that is 30 days before the Maturity Date; provided that no Issuer shall Issue any Letter of Credit upon the occurrence of any of the following:

(i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain such Issuer from Issuing such Letter of Credit or any Requirement of Law applicable to such Issuer (including, without limitation, any applicable “know your customer” and anti-money laundering rules and regulations) or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuer with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) not in effect on the date of this Agreement or result in any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuer as of the date of this Agreement and that such Issuer in good xxxxx xxxxx material to it;

(ii) such Issuer shall have received written notice from the Administrative Agent, any Participant or an Applicant, on or prior to the requested date of Issuance of such Letter of Credit, that one or more of the applicable conditions contained in Section 3.2 (with respect to an Issuance on the Initial

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Utilization Date) or 3.3 is not then satisfied or duly waived in accordance with Section 11.1, and such notice has not been revoked by the Person that delivered such notice;

(iii) after giving effect to the Issuance of such Letter of Credit, (x) the Letter of Credit Obligations would exceed the Commitments in effect at such time or (y) the aggregate outstanding amount of all Letters of Credit issued by such Issuer would exceed its Issuer Commitment;

(iv) [reserved];

(v) such Letter of Credit is requested to be issued in a form that is not acceptable to such Issuer, in its sole discretion exercised in a commercially reasonable manner;

(vi) with respect to any requested Letter of Credit denominated in an Alternative Currency, the relevant Issuer or the Administrative Agent shall not have approved such Issuance;

(vii) such Letter of Credit does not comply with such Issuer’s internal policies with respect thereto; or

(viii) such Letter of Credit is a trade or commercial letter of credit or bank guarantee. ;¶

No Issuer shall be required to Issue any Letter of Credit if any fees due to the applicable Issuer in connection with a requested Issuance have not been paid. For the avoidance of doubt, no Issuer shall be required to Issue any Letter of Credit other than a Performance Letter of Credit.¶

(ix) any condition set forth in Section 3.3 to the Priming Credit Agreement has not been met on or before the Tranche B Commitment Termination Date (as defined in the Priming Credit Agreement on the Amendment No. 1 Effective Date), Section 3.4 to the Priming Credit Agreement has not been met on or before the Tranche C Commitment Termination Date (as defined in the Priming Credit Agreement on the Amendment No. 1 Effective Date), or Section 3.5 to the Priming Credit has not been met on or before the Tranche D Commitment Termination Date (as defined in the Priming Credit Agreement on the Amendment No. 1 Effective Date); or¶

(x) such Letter of Credit is a new Letter of Credit unless the Applicants do not have sufficient availability for the issuance of the requested Letter of Credit under the Priming Credit Agreement.

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Section 2.6 [Reserved]

Section 2.7 Letters of Credit Generally

(a) None of the Participants (other than the Issuers in their capacity as such and on the terms and conditions hereof) shall have any obligation to Issue any Letter of Credit.

(b) In no event shall the expiration date of any Letter of Credit be later than the earlier of (i) the date that is 12 months from the date of Issuance thereof or such later date as the applicable Issuer may agree in its sole discretion and (ii) the fifth Business Day prior to the Maturity Date or, with the approval of the applicable Issuer in its sole discretion, any date that is after the fifth Business Day prior to the Maturity Date (including after the Maturity Date); provided, however, that, if the applicable Issuer agrees in its sole discretion, any Letter of Credit with a fixed term may provide for the auto-renewal thereof for additional periods of not more than 12 months each (each, an “Auto-Renewal LC”); provided, further, that any such Auto-Renewal LC must permit the applicable Issuer to prevent any such extension at least once in each 12 month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof. If (A) any Issuance or renewal of a Letter of Credit occurs during the 12 month period prior to the Maturity Date or (B) the Parent requests (and the applicable Issuer approves) the Issuance of a Letter of Credit that expires after the fifth Business Day prior to the Maturity Date, then on or before the date that is 95 days prior to the Maturity Date (or on the date of such Issuance, if the date of such Issuance is later than the 95th day prior to the Maturity Date), the Applicants shall make arrangements acceptable to the relevant Issuer in respect of the amount of each such Letter of Credit that expires after the fifth Business Day prior to the Maturity Date (each such Letter of Credit with regard to which acceptable arrangements have been so made, an “Extended Letter of Credit”). Each Extended Letter of Credit shall, on the Maturity Date and if all Reimbursement Obligations have been repaid in full, for all purposes cease to be a Letter of Credit hereunder and the obligations (if any) of the Participants to fund or risk participate their Ratable Portions of such Extended Letters of Credit pursuant to clause (i) below shall be terminated on the Maturity Date. After the Maturity Date and the repayment in full of all Reimbursement Obligations, the terms for release of such cash collateral shall be as agreed from time to time between the Parent and the applicable Issuer; provided that in the absence of such agreement between the Parent and such Issuer, the terms of this Agreement shall, as among the Parent, the Applicants and such Issuer, continue to govern the fees, costs and expenses payable in respect of such Extended Letters of Credit.

(c) In connection with the Issuance of each Letter of Credit (or any amendment thereto), the Applicants shall give the relevant Issuer and the Administrative Agent, at least three Business Days’ (unless the relevant Issuer otherwise agrees) prior written notice, in substantially the form of Exhibit E (or in such other written or electronic form as is acceptable to such Issuer), of the requested Issuance of such Letter of Credit (a “Letter of Credit Request”); provided, that no Letter of Credit shall be required to be Issued sooner than three Business Days following the date on which the form of such Letter of Credit has been agreed by the Issuer, the relevant Applicant, and, if such Letter of Credit

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is to be Issued by a correspondent bank of such Issuer, the correspondent bank. Such notice shall be irrevocable on and after the Issuance of such Letter of Credit (and, prior to such Issuance, may be revoked only with the consent of the Issuer) and shall specify the Issuer of such Letter of Credit, the stated amount of the Letter of Credit requested, the date of Issuance of such requested Letter of Credit, the date on which such Letter of Credit is to expire (which date shall be a Business Day), and the Person for whose benefit the requested Letter of Credit is to be issued. Unless the relevant Issuer and Administrative Agent otherwise agree, such notice, to be effective, must be received by the relevant Issuer and the Administrative Agent not later than 11:00 a.m. (London time) on the third Business Day prior to the requested Issuance of such Letter of Credit.

(d) Subject to (x) the satisfaction of the conditions set forth in this Section 2.7 and (y) receipt from the Administrative Agent, if requested by the Issuer, of the total outstanding amount of Reimbursement Obligations at such time and any fees and expenses related to Letters of Credit that are due and payable at such time (including the amount of any outstanding requests for Issuance), the relevant Issuer shall, on the requested date, Issue a Letter of Credit on behalf of the Applicants in accordance with such Issuer’s usual and customary business practices. No Issuer shall Issue any Letter of Credit in the period commencing on the first Business Day after it receives written notice from the Administrative Agent or any Participant that one or more of the conditions precedent contained in Section 3.3 shall not on such date be satisfied, and ending when such conditions are satisfied. The relevant Issuer shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.5(a) and Section 3.3 have been satisfied in connection with the Issuance of any Letter of Credit.

(e) If requested by the relevant Issuer, prior to the first Issuance of a Letter of Credit by such Issuer, and as a condition of such Issuance and of the participation of each Participant in the Letter of Credit Obligations arising with respect thereto, the Applicants and Parent shall have delivered to such Issuer a letter of credit reimbursement agreement, in such form as such Issuer may employ in its ordinary course of business for its own account (a “Reimbursement Agreement”), signed by the Applicants and the Parent, and such other documents or items as may be required pursuant to the terms thereof. In the event of any conflict between the terms of any Reimbursement Agreement and this Agreement, the terms of this Agreement shall govern.

(f) Each Issuer shall:

(i) give the Administrative Agent written notice (or telephonic notice confirmed promptly thereafter in writing, which writing may be a telecopy or, if consented to by the Administrative Agent, electronic mail) of the Issuance or renewal of a Letter of Credit issued by it, of all drawings under a Letter of Credit issued by it, the payment (or the failure to pay when due) by the Applicants of any Reimbursement Obligation and of the cancellation, termination or expiration of any Letter of Credit (of which notice the Administrative Agent shall promptly notify each Participant under the LC Facility);

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(ii) upon the request of any Participant, furnish to such Participant copies of any Reimbursement Agreement to which such Issuer is a party and such other documentation as may reasonably be requested by such Participant; and

(iii) no later than five Business Days following the last Business Day of each calendar quarter, provide to the Administrative Agent (and the Administrative Agent shall provide a copy to each Participant requesting the same) and the Applicants a schedule of Letters of Credit issued by it, in form and substance reasonably satisfactory to the Administrative Agent, setting forth the aggregate Letter of Credit Obligations outstanding at the end of each calendar quarter and any information requested by the Applicants or the Administrative Agent relating thereto.

(g) [reserved].

(h) [reserved].

(i) The Applicants jointly and severally agree to pay to the Issuer of any Letter of Credit the amount of all Reimbursement Obligations owing to such Issuer in respect of any Letter of Credit in Dollars (based on the Dollar Equivalent of such payment if such payment was made in an Alternative Currency) no later than the date that is the next succeeding Business Day after the Applicants receive notice from such Issuer (or, if such notice is not received prior to 11:00 A.M. (London time) on any Business Day, then no later than 10:00 A.M. (London time) on the next succeeding Business Day) that payment has been made under such Letter of Credit, irrespective of any claim, set-off, defense or other right that any Applicant may have at any time against such Issuer or any other Person. If any Issuer makes any payment under any Letter of Credit and an Applicant shall not have repaid such amount to such Issuer pursuant to this clause (i) or any such payment in respect thereof is rescinded or set aside for any reason, such Reimbursement Obligation shall be immediately due and payable with interest thereon at the rate specified in Section 2.13(d), and such Issuer shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Participant of such failure, and each Participant shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuer the amount of such Participant’s Ratable Portion in Dollars (based on the Dollar Equivalent thereof if such payment was made in an Alternative Currency) and in immediately available funds. If the Administrative Agent so notifies such Participant prior to 11:00 a.m. (London time) on any Business Day, such Participant shall make available to the Administrative Agent for the account of such Issuer its Ratable Portion of the amount of such payment on such Business Day in immediately available funds promptly, but in no event later than three Business Days from such notice. Whenever any Issuer receives from an Applicant a payment of a Reimbursement Obligation as to which the Administrative Agent has received for the account of such Issuer any payment from a Participant pursuant to this clause (i), such Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to such Participant in immediately available funds, an amount equal to such Participant’s Ratable Portion of the amount of such payment adjusted, if necessary, to reflect the respective amounts the Participants have paid in respect of such Reimbursement Obligation.

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(j) Each Applicant’s obligation to pay each Reimbursement Obligation and the obligations of the Participants (except as otherwise set forth in the penultimate sentence of Section 2.7(b)) to make payments to the Administrative Agent for the account of the relevant Issuers with respect to Letters of Credit shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, including the occurrence of any Default or Event of Default, and irrespective of any of the following:

(i) any lack of validity or enforceability of any Letter of Credit or any Credit Document, or any term or provision therein;

(ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Credit Document;

(iii) the existence of any claim, set-off, defense or other right that the Parent, any Applicant, any other party guaranteeing, or otherwise obligated with, the Parent, any Applicant, any Subsidiary or other Affiliate thereof or any other Person may at any time have against the beneficiary under any Letter of Credit, any Issuer, the Administrative Agent, any Participant or any other Person, whether in connection with this Agreement, any other Credit Document or any other related or unrelated agreement or transaction;

(iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(v) payment by the relevant Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or

(vi) any other act or omission to act or delay of any kind of the Issuers, the Participants, the Administrative Agent or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.7, constitute a legal or equitable discharge of an Applicant’s obligations hereunder.

Any action taken or omitted to be taken by the relevant Issuer under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall not put such Issuer under any resulting liability to an Applicant or any Participant. In determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof, the relevant Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit, such Issuer may rely exclusively on the documents presented to it

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under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever. Any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in any case, be deemed not to constitute willful misconduct or gross negligence of the Issuer. Notwithstanding the foregoing, nothing in this clause (j) shall be deemed to release any Issuer from liability with respect to its gross negligence or willful misconduct.

(k) If and to the extent any Participant shall not have so made its Ratable Portion of the amount of the payment required by clause (i) above available to the Administrative Agent for the account of an Issuer, such Participant agrees to pay to the Administrative Agent for the account of such Issuer forthwith on demand any amount so unpaid together with interest thereon, for the first Business Day after payment was first due at the Federal Funds Rate, and thereafter until such amount is repaid to the Administrative Agent for the account of such Issuer, at a rate per annum equal to the sum of the Base Rate plus the Applicable Margin. The failure of any Participant to make available to the Administrative Agent for the account of an Issuer its Ratable Portion of any such payment shall not relieve any other Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Issuer its Ratable Portion of any payment on the date such payment is to be made, but no Participant shall be responsible for the failure of any other Participant to make available to the Administrative Agent for the account of the relevant Issuer such other Participant’s Ratable Portion of any such payment.

(l) The Administrative Agent shall determine the Dollar Equivalent of the maximum stated amount of each Letter of Credit denominated in an Alternative Currency and each obligation due with respect thereto, and a determination thereof by the Administrative Agent shall be conclusive absent manifest error. The Dollar Equivalent of each Reimbursement Obligation with respect to a drawn Letter of Credit shall be calculated on the date the relevant Issuer pays the draw giving rise to such Reimbursement Obligation. The Administrative Agent shall determine or redetermine the Dollar Equivalent of the maximum stated amount of each Letter of Credit denominated in an Alternative Currency, as applicable, on the date of each Issuance of such Letter of Credit and at any time, in the Administrative Agent’s sole discretion. The Administrative Agent may determine or redetermine the Dollar Equivalent of any Letter of Credit denominated in an Alternative Currency at any time upon request of any Participant or Issuer.

(m) Each respective Issuer shall furnish the Administrative Agent with (i) a copy of each Letter of Credit Issued by such Issuer promptly upon the Issuance or renewal of such Letter of Credit and (ii) a copy of any amendment to such Letter of Credit promptly upon the effectiveness of such amendment.

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(n) Notwithstanding anything in this Agreement to the contrary, no Issuer shall be under any obligation to Issue any Letter of Credit if any Participant is at that time a Defaulting Participant, unless such Issuer has entered into arrangements, including the delivery of cash collateral, satisfactory to such Issuer (in its sole discretion) with the Applicants to eliminate such Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.23(a)(iv)) with respect to the Defaulting Participant arising from either the Letter of Credit then proposed to be Issued or that Letter of Credit and all other Letter of Credit Obligations, as applicable, as to which such Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.

Unless otherwise expressly agreed by the applicable Issuer and the applicable Applicant when a Letter of Credit is Issued, the rules of the ISP shall apply to each Letter of Credit.

Section 2.8 Reduction and Termination of the Commitments

(a) The Applicants may, upon at least three Business Days’ prior notice to the Administrative Agent, terminate in whole or reduce in part the unused portions of the Commitments; provided, however, that (i) each partial reduction shall be in an aggregate amount that is an integral multiple of $5,000,000.00 and (ii) each such reduction shall be made ratably in accordance with each Participant’s Commitment. A notice of termination of the Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or other financing transactions, and if any notice so states it may be revoked by the applicable Applicant by notice to the Administrative Agent on or prior to the date specified for the termination of the Commitments that the refinancing condition has not been met and the termination is to be revoked.

Section 2.9 Repayment of Reimbursement Obligations

(a) The Applicants promise to repay (in cash, in full and in immediately available funds) the entire unpaid principal amount of the Reimbursement Obligations on the Maturity Date (it being understood that other provisions of this Agreement may require all or part of such Obligations to be repaid earlier).

Section 2.10 Evidence of Debt

(a) Each Participant shall maintain in accordance with its usual practice an account or accounts evidencing Reimbursement Obligations owed to such Participant from time to time, including the amounts of principal and interest payable and paid to such Participant from time to time under this Agreement.

(b) The Administrative Agent shall maintain accounts in accordance with its usual practice in which it shall record (i) the amount of any fees or interest due and payable by the Applicants to each Participant hereunder and (ii) the amount of any sum received by the Administrative Agent hereunder from the Applicants, whether such sum constitutes interest, fees, expenses or other amounts due under the Credit Documents and each Participant’s share thereof.

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(c) The entries made in the accounts maintained pursuant to clauses (a) and (b) above shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, however, that the failure of any Participant or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Applicants to repay the Reimbursement Obligations in accordance with their terms.

Section 2.11 [Reserved]

Section 2.12 Cash Collateralization

(a) [reserved].

(b) [reserved].

(d) [reserved].

(e) If, at any time, the aggregate principal amount of Letter of Credit Obligations exceeds the aggregate Commitments at such time, the Applicants shall within one Business Day provide cash collateral in respect of the Letter of Credit Obligations in the manner set forth in Section 9.3 in an amount equal to 105% of such excess.

(f) [reserved].

(g) Prior to or concurrently with any cash collateralization pursuant to this Section 2.12, the Applicants (i) shall notify the Administrative Agent of such cash collateralization and (ii) shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent setting forth the calculation of the amount of the applicable cash collateralization. Each such notice shall be irrevocable and shall specify the payment date and the principal amount of each Reimbursement Obligation or portion thereof to be cash collateralized and shall be given in writing. Promptly following receipt of any such notice, the Administrative Agent shall advise the Participants of the details thereof.

Section 2.13 Interest

(a) [Reserved].

(b) Rate of Interest. The outstanding amount of all Obligations shall bear interest from the date such Obligations are due and payable until, in all cases, paid in full, except as otherwise provided in clause (d) below, at a rate per annum equal to the sum of (i) the Base Rate as in effect from time to time plus (ii) the Applicable Margin; and

(c) Interest Payments. interest accrued on the amount of all Obligations shall be payable on demand from and after the time such Obligation becomes due and payable (whether by acceleration or otherwise).

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(d) Default Interest. Notwithstanding the rates of interest specified in clause (b) above or elsewhere herein, effective immediately upon the occurrence of an Event of Default and for as long thereafter as such Event of Default shall be continuing, the interest rate otherwise in effect shall increase 2.00% per annum; provided that, the applicable rates of interest with respect to overdue amounts other than Reimbursement Obligations shall be the rate specified in clause (b) above plus 2.00% per annum.

(e) Additional Reserve Requirements. The Applicants shall pay to each Participant, as long as such Participant shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment by such Participant (as determined by such Participant in good faith, which determination shall be conclusive). Such additional costs shall be due and payable 10 days from receipt by the Applicants of notice of such additional costs from such Participant (with a copy to the Administrative Agent).

Section 2.14 [Reserved]

Section 2.15 Fees

(a) [Reserved].

(b) Commitment Fees. The Applicants jointly and severally agree to pay to the Administrative Agent for the account of each Participant (except for any Defaulting Participant) a commitment fee (the “Commitment Fee”), accruing at a rate per annum equal to 0.50% on the actual daily amount by which the Commitment of such Participant exceeds such Participant’s Ratable Portion of the outstanding amount of the Letter of Credit Obligations during the period from the Effective Date until the Termination Date, payable quarterly in arrears (i) no later than the fifth Business Day after the date on which the Applicants receive an invoice for the amount of the Commitment Fees due and payable for the period and (ii) on the Termination Date.

(c) Letter of Credit Fees. The Applicants jointly and severally agree to pay the following amounts with respect to Letters of Credit issued by any Issuer:

(i) to each Issuer of a Letter of Credit, with respect to each Letter of Credit issued by such Issuer, an issuance fee of 0.25% per annum (“Fronting Fees”) of the daily maximum amount available to be drawn under such Letter of Credit (in the case of Letters of Credit denominated in a currency other than Dollars, based on the Dollar Equivalent of such amount on the last Business Day of such calendar quarter), payable quarterly in arrears (A) no later than the fifth Business Day after the date on which the Applicants receive an invoice for the amount of the Fronting Fees due and payable for the period and (B) on the Termination Date;

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(ii) to the Administrative Agent for the account and ratable benefit of the Participants (except for any Defaulting Participant that has not provided cash collateral satisfactory to the applicable Issuers pursuant to Section 2.7(n)), with respect to each Letter of Credit (but excluding that portion of any such Letter of Credit that has been cash collateralized by the Applicants pursuant to Section 2.7(n) as a result of any Defaulting Participant), a fee (the “Participation Fee”) accruing at a rate per annum equal to (i) for Letters of Credit (other than (x) Letters of Credit issued after the Amendment No. 1 Effective Date and (y) with respect to Letters of Credit outstanding on the Amendment No. 1 Effective Date (the “Existing Letters of Credit”) the amount of any increase after the Amendment No. 1 Effective Date to the available amount to be drawn thereunder), the Applicable LC Fee Rate at such time and (ii) (1) for Letters of Credit issued after the Amendment No. 1 Effective Date and (2) with respect to Existing Letters of Credit, the amount of any increase after the Amendment No. 1 Effective Date to the available amount to be drawn thereunder, 5.00%, in each case, on the daily maximum amount available to be drawn under such Letter of Credit or the increase of the daily maximum amount available to be drawn under such Letter of Credit, as applicable (in any case, in the case of any Letter of Credit denominated in a currency other than Dollars, based on the Dollar Equivalent of such amount on the last Business Day of such calendar quarter) payable quarterly in arrears (x) no later than the fifth Business Day after the date on which the Applicants receive an invoice for the amount of the Participation Fees due and payable for the period and (y) on the Termination Date, as applicable; provided, however, that during the continuance of an Event of Default, such fee shall be increased by 2.00% per annum and shall be payable on demand upon the election of the Requisite Participants (except, in each case, if an Event of Default has occurred under Section 9.1(a) or (f), in which case such increase shall be immediate); and

(iii) to the Issuer of any Letter of Credit, with respect to the Issuance, amendment or transfer of each Letter of Credit and each drawing made thereunder, documentary and processing charges in accordance with such Issuer’s standard schedule for such charges in effect at the time of Issuance, amendment, transfer or drawing, as the case may be.

(d) [Reserved].

(e) Additional Fees. The Parent and the Applicants have agreed to pay to the Agents, the Arrangers, the Bookrunners and the Participants additional fees, the amount and dates of payment of which are embodied in certain fee letters executed and delivered by the Parent or any Applicants in connection with this Agreement and as may otherwise have been separately agreed upon by the Parent or any Applicant in writing in connection herewith or therewith, including those fees set forth in the Agency Fee Letter.

(f) Payment of Fees to Participants. The Administrative Agent hereby agrees to pay to each Participant such Participant’s Ratable Portion of the Commitment Fees, the Participation Fee and any other fees payable to the Administrative Agent for the

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benefit of the Participants, as applicable, received by the Administrative Agent in its capacity as such, promptly following receipt of each of the same from (and only to the extent each such fee is received from) the Applicants or any other Credit Party; provided that (i) the Ratable Portion of any Commitment Fee shall be calculated without giving effect to the Commitment of any Defaulting Participant and (ii) any Participation Fees otherwise payable for the account of a Defaulting Participant with respect to any Letter of Credit as to which neither such Defaulting Participant nor the Applicant has provided cash collateral satisfactory to the relevant Issuer pursuant to Section 2.7(n) shall be payable, to the maximum extent permitted by applicable law, to the other Participants in accordance with the upward adjustments in their respective Ratable Portions allocable to such Letter of Credit pursuant to Section 2.23(a)(iv), with the balance of such fee, if any, payable to the relevant Issuer for its own account.

Section 2.16 Payments and Computations

(a) The Applicants shall make each payment hereunder (including fees and expenses) not later than 3:00 p.m. (London time) on the day when due, in Dollars, to the Administrative Agent at its address referred to in Section 11.8 in immediately available funds without set-off or counterclaim. The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Participants, in accordance with the application of payments set forth in clauses (e) or (f) below, as applicable, for the account of their respective Applicable Offices; provided, however, that amounts payable pursuant to Section 2.18, Section 2.19 or Section 2.17(c) or (d) shall be paid only to any affected Participant. Payments received by the Administrative Agent after 3:00 p.m. (London time) shall be deemed (in the Administrative Agent’s sole discretion) to be received on the next Business Day.

(b) All computations of interest and of fees shall be made by the Administrative Agent on the basis of the actual number of days elapsed (in each case calculated to include the first day but exclude the last day) (i) over a year of 365 or 366 days, as the case may be, in the case of interest accruing at the Base Rate when the Base Rate is determined by reference to the Prime Rate, and (ii) over a year of 360 days at all other times. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

(c) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day.

(d) [Reserved].

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(e) Subject to the provisions of clause (f) below and the provisions of Section 2.12 with respect to the application of mandatory prepayments and Section 2.23, all payments and any other amounts received by the Administrative Agent from or for the benefit of any Applicant shall be applied as follows: first, to pay any portion of the Obligations the Administrative Agent may have advanced pursuant to the express provisions of this Agreement and which have not been reimbursed, second, to pay all other Obligations then due and payable, and third, as the Applicants so designate.

(f) Each Applicant hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations and any net proceeds of Collateral after the occurrence and during the continuance of an Event of Default, whether from a Credit Party’s sale of Collateral or the Collateral Agent’s or any Secured Party’s receipt of proceeds from any exercise of remedies, and each Applicant and each Participant agrees that, during such time, the Administrative Agent and the Collateral Agent may, and upon either (A) the written direction of the Requisite Participants or (B) the acceleration of the Obligations pursuant to Section 9.2 shall, apply all payments in respect of any Obligations and all other proceeds of Collateral, in the following order (subject to any adjustments under Section 2.23(a)(ii)):

first, to pay Obligations in respect of any expense reimbursements or indemnities and any fees then due to the Administrative Agent, the Collateral Agent and the Issuers;

second, to pay Obligations in respect of any expense reimbursements or indemnities and any fees then due to the Participants;

third, to pay interest on and then principal of the Reimbursement Obligations owed to any Issuer for which such Issuer has not then been reimbursed by any Participant or the Applicants; and

fourth, to pay or prepay Reimbursement Obligations and other Obligations and to provide cash collateral for outstanding Undrawn Amounts in the manner described in Section 9.3, ratably to the aggregate amount of such Reimbursement Obligations and Undrawn Amounts;

provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any Obligation described in any of clauses first through fourth above, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligations ratably, based on the proportion of the interest of the Agent, Participant, Issuer or other Person holding such Obligations in the aggregate outstanding Obligations described in such clauses.

If any Secured Party collects or receives any amounts or obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Obligations to which it is not entitled under or in excess of the amount it would be entitled under this Section 2.16(f) if such payment had been received by the Administrative Agent or the Collateral Agent, such Secured Party shall hold the same in trust for the applicable Secured Parties entitled thereto and shall forthwith deliver the same to the

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Collateral Agent, for the account of such Secured Parties, to be applied in accordance with this Section 2.16(f), in each case until the prior payment in full in cash of the applicable Obligations of such Secured Parties.

Section 2.17 Special Provisions

(a) [Reserved].

(b) [Reserved].

(c) Change in Law. If at any time any Participant or an Issuer determines that any Change in Law (including any change by way of imposition or increase of reserve requirements included in determining the Eurodollar Rate) shall subject any Participant or any Issuer to any Tax (except for Taxes or Other Taxes indemnifiable pursuant to Section 2.19) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital and the result of any of the foregoing shall be to increase the cost to such Participant or Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Participant or Issuer hereunder with respect to a Letter of Credit (whether of principal, interest or any other amount) then the Applicants shall from time to time, upon demand by such Participant or such Issuer (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Participant or such Issuer additional amounts sufficient to compensate such Participant or such Issuer for such additional cost incurred or reduction suffered. A certificate as to the amount of such increased cost shall be, together with supporting documents, submitted to the Applicants and the Administrative Agent by such Participant or such Issuer and shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding the foregoing, except to the extent, if any, the change (or compliance) referred to in such certificate shall be retroactive, the Applicants shall not be required to compensate a Participant or an Issuer pursuant to this clause (c) for any increased costs or reduction incurred more than 180 days prior to the date of such certificate. The Applicants shall pay such Participant or such Issuer the amount shown as due on any such certificate within 30 days after its receipt of the same. Notwithstanding the foregoing, no Person shall be entitled to demand compensation for any additional cost or reduction pursuant to this Section 2.17(c) if it is not the general policy or practice of such Person to demand it in similar circumstances under comparable provisions of other credit agreements (as reasonably determined by such Person).

(d) [Reserved].

(e) [Reserved].

(f) Without prejudice to the survival of any other agreement of the Applicants hereunder, the agreements and obligations of the Applicants under this Section 2.17 shall survive the termination of this Agreement, the Commitments and the repayment, and the satisfaction or discharge of the Obligations.

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Section 2.18 Capital Adequacy

If at any time any Participant or any Issuer determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Participant’s or such Issuer’s (or any Person controlling such Participant’s or such Issuer’s) capital as a consequence of its obligations hereunder, under or in respect of any Letter of Credit to a level below that which such Participant or such Issuer or Person could have achieved but for such Change in Law, then, upon demand from time to time by such Participant or such Issuer, the Applicants shall pay to the Administrative Agent for the account of such Participant or such Issuer, from time to time as specified by such Participant or such Issuer, additional amounts sufficient to compensate such Participant or such Issuer for such reduction. A certificate as to such amounts setting forth in reasonable detail the basis for such demand and a calculation for such amount shall be submitted to the Applicants and the Administrative Agent by such Participant or the applicable Issuer and shall be conclusive and binding for all purposes absent manifest error; provided that no such certificate need disclose any information that is sensitive, confidential or legally restricted. Notwithstanding the foregoing, except to the extent, if any, the change (or compliance) referred to in any such certificate shall be retroactive, the Applicants shall not be required to compensate a Participant or the applicable Issuer pursuant to this Section 2.18 for any reduction in rates of return with respect to any period prior to the date that is 180 days prior to the date of each such certificate. Without prejudice to the survival of any other agreement of the Applicants hereunder, the agreements and obligations of the Applicants under this Section 2.18 shall survive the termination of this Agreement, the Commitments and the repayment, and the satisfaction or discharge of the Obligations.

Section 2.19 Taxes

(a) All payments by or on account of any obligation of any Credit Party to or for the account of any Participant or Issuer or the Administrative Agent hereunder or under each Credit Document shall be made free and clear of and without deduction or withholding for any and all taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto (“Taxes”), except pursuant to a Requirement of Law (which for purposes of this Section 2.19 shall include FATCA). If a Withholding Agent shall be required by law (as determined in the good faith discretion of such Withholding Agent) to deduct or withhold any Taxes from or in respect of any such payment to any Participant or the Administrative Agent then, (i) the applicable Withholding Agent shall be entitled to make such deductions or withholdings, (ii) the applicable Withholding Agent shall timely pay the full amount withheld or deducted by it to the relevant Governmental Authority in accordance with the applicable Requirement of Law, and (iii) the applicable Withholding Agent shall furnish to the Administrative Agent (in case the applicable Withholding Agent is a Credit Party) or to the Applicants (in case the applicable Withholding Agent is the Administrative Agent) the original or a certified copy of a receipt evidencing payment thereof, a copy of the return reporting such payment, or other evidence of such payment reasonably satisfactory to the Administrative Agent or the Applicants (as applicable) within 30 days after such payment

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is made. In addition, in the case of any Taxes or Other Taxes (as defined below) that are, in either case, (i) deducted or withheld by a Withholding Agent pursuant to the immediately preceding sentence and (ii) not an Excluded Tax, the sum payable by the Applicants under the applicable Credit Document shall be increased as necessary so that after making all such required deductions or withholdings for such Taxes or Other Taxes (including deductions applicable to additional sums payable under this Section 2.19) such Participant or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings been made.

(b) In addition, the Applicants shall timely pay to the relevant Governmental Authority any stamp, court or documentary, intangible, recording, filing or similar Taxes (including any interest, additions to Tax or penalties applicable thereto), in each case arising from any payment made under any Credit Document or from the execution, delivery or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Credit Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.20) (“Other Taxes”) or, at the option of the Administrative Agent, timely reimburse it for the payment of Other Taxes.

(c) The Applicants hereby agree to indemnify, jointly and severally, the Administrative Agent, each Issuer and each Participant, for the full amount of Taxes (other than Excluded Taxes) imposed on or with respect to a payment made by or on account of an obligation of any Credit Party under any Credit Document or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed on amounts payable under this Section 2.19(c)) deducted or withheld by the Applicants or paid by the Administrative Agent or such Participant and any penalties, interest and reasonable expenses arising therefrom or with respect thereto whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted. Payments due under this indemnification shall be made within 10 days of the date the Administrative Agent or such Participant makes demand therefor. A certificate as to the amount of such payment or liability delivered to the Applicants by a Participant or the Administrative Agent on its own behalf or on behalf of a Participant or any other Administrative Agent, shall be conclusive absent manifest error.

(d) Without prejudice to the survival of any other agreement of the Applicants hereunder, the agreements and obligations of the parties contained in this Section 2.19 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Participant, the termination of this Agreement, the Commitments and the repayment, and the satisfaction or discharge of the Obligations.

(e)(i) Any Participant (including, solely for this purpose, the Administrative Agent and the Issuer) that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver, to the Applicants and the Administrative Agent, at the time or times reasonably requested by the Applicants or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Applicants or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.

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In addition, any Participant, if reasonably requested by the Applicants or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Applicants or the Administrative Agent as will enable the Applicants or the Administrative Agent to determine whether or not such Participant is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in sub-clause (ii)(A), (B) or (D) below) shall not be required if in the Participant’s reasonable judgment such completion, execution or submission would subject such Participant to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Participant.

(ii) Without limiting the generality of the foregoing, in the event that an Applicant is a “United States Person” as defined in Section 7701(a)(30) of the Code,

(A)

any Participant that is a United States Person shall deliver to the Applicants and the Administrative Agent on or prior to the date on which such Participant becomes a Participant under this Agreement (and from time to time thereafter upon the reasonable request of the Applicants or the Administrative Agent), properly completed and executed copies of IRS Form W-9 certifying that such Participant is exempt from U.S. federal backup withholding Tax;

(B)

any non-U.S. Participant shall, to the extent it is legally entitled to do so, deliver to the Applicants and the Administrative Agent (in such number of copies as shall be requested by the applicable recipient) on or prior to the date on which such non-U.S. Participant becomes a Participant under this Agreement (and from time to time thereafter upon the reasonable request of the Applicants or the Administrative Agent), whichever of the following is applicable:

(1)

in the case of a non-U.S. Participant claiming the benefits of an income Tax treaty to which the United States is a party (x) with respect to payments of interest under any Credit Document, properly completed and executed copies of IRS Form W-8BEN-E or IRS Form W-8BEN, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such Tax treaty and (y) with respect to any other applicable payments under any Credit Document, properly completed and executed copies of IRS Form W-8BEN-E or IRS Form W-8BEN, as

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applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax treaty;

(2)

properly completed and executed copies of IRS Form W-8ECI;

(3)

in the case of a non-U.S. Participant claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit J-1 to the effect that such non-U.S. Participant is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of any Applicant within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) properly completed and executed copies of IRS Form W-8BEN-E or IRS Form W-8BEN, as applicable; or

(4)

to the extent a non-U.S. Participant is not the beneficial owner, properly completed and executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E or IRS Form W-8BEN, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-2 or Exhibit J-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the non-U.S. Participant is a partnership and one or more direct or indirect partners of such non-U.S. Participant are claiming the portfolio interest exemption, such non-U.S. Participant may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-4 on behalf of each such direct and indirect partner;

(C)

any non-U.S. Participant shall, to the extent it is legally entitled to do so, deliver to the Applicants and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such non-U.S. Participant becomes a Participant under this Agreement (and from time to time thereafter upon the reasonable request of the Applicants or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a

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reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Applicants or the Administrative Agent to determine the withholding or deduction required to be made.

(D)

If a payment made to a Participant under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Participant were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Participant shall deliver to the Applicants and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Applicants or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code), and such additional documentation reasonably requested by the Applicants or the Administrative Agent as may be necessary for the Applicants and the Administrative Agent to comply with their obligations under FATCA and to determine that such Participant has complied with such Participant’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this sub-clause (D), “FATCA” shall include any amendments made to FATCA after the date of this agreement.

Each Participant agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Applicants and the Administrative Agent in writing of its legal inability to do so.

(f) If any Participant, Issuer or the Administrative Agent receives a refund (or a credit claimed in lieu of a refund) in respect of any Taxes or Other Taxes as to which it has received a payment from or has been indemnified by a Credit Party pursuant to this Section 2.19 or a similar provision of any Credit Document, which refund or credit in solely the good faith judgment of such Participant or Issuer or the Administrative Agent, as the case may be, is attributable to such payment or indemnification made by the Credit Party or the associated Tax or Other Tax, it shall notify the Applicants of such receipt and shall, within 30 days after the later of the receipt of a written request by the Applicants or the receipt or application of such refund or credit (unless such Participant reasonably expects that it shall be required to repay such refund or credit to the relevant Governmental Authority), pay the amount of such refund or credit to the Applicants, net of all out-of-pocket expenses of such Participant and Taxes imposed on the Participant or Issuer or Administrative Agent with respect to such amounts, without interest thereon and subject to

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Section 11.6; provided, however, that the Applicants jointly and severally agree to return such refund or credit paid by the Participant, Issuer or the Administrative Agent pursuant to this paragraph (f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Participant or Issuer or the Administrative Agent within 30 days after receipt of written notice in the event that such Participant or Issuer or the Administrative Agent is required to repay such refund or credit to the relevant Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f), in no event will a Participant or Issuer or the Administrative Agent be required to pay any amount to any Credit Party pursuant to this paragraph (f) the payment of which would place the Participant or Issuer or the Administrative Agent in a less favorable net after-Tax position than the Participant or Issuer or the Administrative Agent would have been in if the Tax subject to indemnification and giving rise to such refund or credit had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. Nothing contained in this Section 2.19 shall require any Participant or the Administrative Agent to make available to any Credit Party any Tax Return or any other document containing information that it deems to be confidential.

Section 2.20 Substitution of Participants

If (a)(i) any Participant makes a claim under Section 2.17(c) or 2.18, (ii) [reserved], (iii) the Applicants are required to make any payment pursuant to Section 2.19 that is attributable to a particular Participant, or (iv) any Participant becomes a Defaulting Participant, (b) [reserved], and (c) in the case of clause (a)(i) above, Participants holding at least 75% of the Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Participant, an “Affected Participant”), the Applicants may, at Applicants’ sole effort and expense, substitute another financial institution for such Affected Participant hereunder, upon reasonable prior written notice (which written notice must be given within 90 days following the notification to the Applicants of any applicable event described in clauses (a)(i), (iii) or (iv) above) by the Applicants to the Administrative Agent and the Affected Participant that the Applicants intend to make such substitution. A substitute financial institution (x) must be an Eligible Assignee and (y) if not already a Participant in respect of the LC Facility, must be acceptable to the Administrative Agent and each Issuer (each such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that, if more than one Participant claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Applicants within 30 days of each other, then the Applicants may substitute all, but not (except to the extent the Applicants have already substituted one of such Affected Participants before the Applicants’ receipt of the other Affected Participants’ claim) less than all, Participants making such claims. If the proposed substitute financial institution or other entity meets the conditions set forth in clauses (x) and (y) above and the written notice was properly issued under this Section 2.20, the Affected Participant shall sell and the substitute financial institution or other entity shall purchase, at par plus accrued interest and Participation Fees, all rights and claims of such Affected Participant under the Credit Documents and such substitute financial institution or other entity shall assume, and the Affected Participant shall be relieved of, its Commitments and all other prior

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unperformed obligations of the Affected Participant under the Credit Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such Affected Participant, upon the effectiveness of such sale, purchase and assumption (that, in any event shall be conditioned upon the payment in full by the Applicants in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date to such Affected Participant), the substitute financial institution or other entity shall become a “Participant” hereunder in respect of the LC Facility for all purposes of this Agreement (x) having a Commitment in the amount of such Affected Participant’s Commitment assumed by it (if any) and such Commitment of the Affected Participant shall be terminated and (y) holding the amount of Reimbursement Obligations held by the Affected Participant; provided, however, that all indemnities under the Credit Documents shall continue in favor of such Affected Participant. Such Affected Participant shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such transfer; provided, however, that the failure of the Affected Participant to execute and deliver such Assignment and Acceptance shall not invalidate such assignment, and such Assignment and Acceptance shall be deemed to be executed and delivered upon receipt by such Affected Participant of such payment in full.

Section 2.21 Mitigation

If any Participant requests compensation under Section 2.17(c), or requires the Applicants to pay any Taxes or additional amounts to any Participant, the Administrative Agent or any Governmental Authority for the account of any Participant pursuant to Section 2.19, then such Participant shall (at the request of the Applicants) use reasonable efforts to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Participant, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.17(c) or 2.19, as the case may be, in the future, and (ii) would not subject such Participant to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Participant. The Applicants hereby agree to pay all reasonable costs and expenses incurred by any Participant in connection with any such designation or assignment.

Section 2.22 Cash Collateral

(a) Certain Credit Support Events. At any time that there shall exist a Defaulting Participant, promptly (but in any event within five Business Days) after the request of the Administrative Agent or any Issuer, the Applicants shall deliver to the Collateral Agent cash collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.23(a)(iv) and any cash collateral provided by the Defaulting Participant).

(b) Grant of Security Interest. All cash collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked deposit accounts at the Collateral Agent (including, in the case of cash collateral provided pursuant to Section 9.3, the Cash Collateral Account). To the extent provided by the Applicants, the Applicants, and to the extent provided by any Participant, such Participant, hereby

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grants to (and subjects to the control of) the Collateral Agent, for the benefit of the Collateral Agent, the Administrative Agent, the Issuers and the Participants, a security interest in all such cash, deposit accounts and all balances therein, and in all proceeds of the foregoing, and to maintain such security interest as a first-priority security interest, all as security for the obligations to which such cash collateral may be applied pursuant to clause (c) below. If at any time the Collateral Agent determines that cash collateral is subject to any right or claim of any Person other than the Collateral Agent as herein provided, or that the total amount of such cash collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Applicants or the relevant Defaulting Participant will, promptly (but in any event within 5 Business Days) after demand by the Collateral Agent, pay or provide to the Collateral Agent additional cash collateral in an amount sufficient to eliminate such deficiency.

(c) Application. Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 2.22 or Section 2.5, Section 2.7, Section 2.12, Section 2.16, Section 2.23, or Section 9.3 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific Letter of Credit Obligations, obligations to fund participations therein (including, as to cash collateral provided by a Defaulting Participant, any interest accrued on such obligation) and other obligations for which such cash collateral was so provided, prior to any other application of such property as may be provided for herein.

(d) Release. Cash collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Participant status of the Participant (or, as appropriate, its assignee following compliance with Section 11.2(b)(iv)) or (ii) the Collateral Agent’s good faith determination that there exists excess cash collateral; provided, however, that (x) cash collateral furnished by or on behalf of a Credit Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.22 may be otherwise applied in accordance with Section 2.16(e) and (f)), and (y) the Person providing cash collateral and the relevant Issuer may agree that cash collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Section 2.23 Defaulting Participants

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Participant becomes a Defaulting Participant, then, until such time as that Participant is no longer a Defaulting Participant, to the extent permitted by applicable law:

(i) Waivers and Amendments. Each Participant hereby agrees that notwithstanding anything to the contrary herein, no Defaulting Participant shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and each Participant hereby agrees that any amendment, waiver or consent which by its terms requires the consent of all Participants or each affected Participant may be effected with the consent of the Participants other than Defaulting Participants), except as provided in the last sentence of Section 11.1(a).

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(ii) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Participant (whether voluntary or mandatory, at maturity, pursuant to Section 2.12 or otherwise, and including any amounts made available to the Administrative Agent by the Defaulting Participant pursuant to Section 11.6), shall be applied at such time or times as may be determined by the Administrative Agent as follows:

first, to the payment of any amounts owing by that Defaulting Participant to the Administrative Agent hereunder;

second, to the payment on a pro rata basis of any amounts owing by that Defaulting Participant to an Issuer hereunder;

third, if so determined by the Administrative Agent or requested by an Issuer, to be held as cash collateral for future funding obligations of that Defaulting Participant of any participation in any Letter of Credit;

fourth, to the payment of any amounts owing to the other Participants or Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Participant or any Issuer against that Defaulting Participant as a result of that Defaulting Participant’s breach of its obligations under this Agreement;

fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Applicants as a result of any judgment of a court of competent jurisdiction obtained by the Applicants against that Defaulting Participant as a result of that Defaulting Participant’s breach of its obligations under this Agreement; and

sixth, to that Defaulting Participant or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Reimbursement Obligations in respect of which that Defaulting Participant has not fully funded its appropriate share and (y) such Reimbursement Obligations were made at a time when the conditions set forth in Section 3.3 were satisfied or waived, such payment shall be applied solely to pay the Reimbursement Obligations owed to all Non-Defaulting Participants on a pro rata basis prior to being applied to the payment of any Reimbursement Obligations owed to that Defaulting Participant.

Any payments, prepayments or other amounts paid or payable to a Defaulting Participant that are applied (or held) to pay amounts owed by a Defaulting Participant or to post cash collateral pursuant to this Section 2.23(a)(ii) shall be deemed paid to and redirected by that Defaulting Participant, and each Participant irrevocably consents hereto.

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(iii) Certain Fees. (x) No Defaulting Participant shall be entitled to receive any Commitment Fee for any period during which that Participant is a Defaulting Participant (and the Applicants shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Participant) and (y) each Defaulting Participant shall be limited in its right to receive Participation Fees as provided in Section 2.15(c)(ii).

(iv) Reallocation of Ratable Portions to Reduce Fronting Exposure. During any period in which there is a Defaulting Participant, for purposes of computing the amount of the obligation of each Non-Defaulting Participant to acquire, refinance or fund participations in Letters of Credit pursuant to Section 2.7, the “Ratable Portion” of each Non-Defaulting Participant shall be computed without giving effect to the Commitment of that Defaulting Participant; provided that, (i) each such reallocation shall be given effect only if, at the date the Participant becomes a Defaulting Participant, no Default or Event of Default exists; and (ii) the aggregate obligation of a Non-Defaulting Participant to acquire, refinance or fund participations in Letters of Credit shall not exceed the positive difference, if any, of (1) the Commitments of that Non-Defaulting Participant minus (2) the aggregate Letter of Credit Obligations of that Participant.

(b) Defaulting Participant Cure. If the Applicants, the Administrative Agent and the Issuers agree in writing in their sole discretion that a Defaulting Participant should no longer be deemed to be a Defaulting Participant, the Administrative Agent will so notify the Applicants, the Participants and the Issuers, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Participant will, to the extent applicable, purchase that portion of outstanding Letter of Credit Obligations of the other Participants and take such other actions as the Administrative Agent may determine to be necessary to cause the Letter of Credit Obligations and participations in Letters of Credit to be held on a pro rata basis by the Participants in accordance with their Ratable Portions (without giving effect to clause (a)(iv) above), whereupon that Participant will cease to be a Defaulting Participant; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Applicants while that Participant was a Defaulting Participant; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Participant to Non-Defaulting Participant and no assignment by a Defaulting Participant will constitute a waiver or release of any claim of any party hereunder arising from that Participant’s having been a Defaulting Participant.

(c) Replacement of Defaulting Participants. If any Participant is a Defaulting Participant, then the Applicants may, at their sole expense and effort, upon notice to such Participant and the Administrative Agent, require such Participant to be replaced in accordance with Section 2.20.

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Section 2.24 Incremental Facility Commitments

(a) [reserved].

(b) From time to time, following the Initial Utilization Date and prior to the Termination Date, the Applicants may by written notice to the Administrative Agent request to incur incremental commitments consisting of one or more increases to the LC Facility (each, an “Incremental Facility”, and any additional Commitment provided pursuant to any Incremental Facility, a “New Incremental Commitment”) in an aggregate amount not to exceed the Available Floating LC Amount.

(c) Each notice described in Section 2.24(b) shall specify (i) the date (each, an “Increased Amount Date”) on which the Applicants propose that the applicable Incremental Facility shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Participant or other Person that is an Eligible Assignee (each such other Person, a “New Participant”) to whom the Applicants propose any portion of such Incremental Facility be allocated and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such Incremental Facility in its sole discretion and any Participant approached to provide all or a portion of the Incremental Facility may elect or decline, in its sole discretion, to increase its existing Commitment by providing a New Incremental Commitment.

(d) Such New Incremental Commitments shall become effective, as of such Increased Amount Date; provided that:

(i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Facility;

(ii) the representations and warranties set forth in Article IV and in the other Credit Documents that have no materiality or Material Adverse Effect qualification shall be true and correct in all material respects and the representations and warranties set forth in Article IV and in the other Credit Documents that have a materiality or Material Adverse Effect qualification shall be true and correct in all respects, in each case with the same effect as though made on and as of the Increased Amount Date or, to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date;

(iii) the Applicant shall be in compliance with each of the covenants set forth in Article V on a pro forma basis on the date of incurrence and for the most recent determination period after giving effect to such Incremental Facility;

(iv) [reserved];

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(v) each New Incremental Commitment shall be effected pursuant to an increase and joinder agreement (an “Increase and Joinder Agreement”) in form and substance acceptable to the Administrative Agent and each Issuer in its reasonable discretion, which Increase and Joinder Agreement may provide for an increase in the fees or interest rates applicable to all relevant Obligations, executed and delivered by the Applicants, any existing Participant providing a New Incremental Commitment, any New Participant providing a New Incremental Commitment and the Administrative Agent and the Issuers, and which shall be recorded in the Register, and each New Participant shall be subject to the requirements set forth in Section 2.17(f);

(vi) [reserved];

(vii) the Applicants shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with the New Incremental Commitments; and

(viii) the Applicants shall make any payments required pursuant to and in accordance with Section 2.16(e) in connection with the New Incremental Commitments.

Notwithstanding anything herein to the contrary, the Issuers shall have approved the New Incremental Commitments allocated to each Participant thereunder (such approval (other than with respect to Barclays, in its capacity as an Issuer, which shall be in Barclays’ sole discretion as an Issuer) not to be unreasonably withheld, delayed or conditioned), including with respect to the New Incremental Commitments allocated to each existing Participant providing a New Incremental Commitment and each New Participant.

(e) On the Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions, (i) each of the existing Participants shall assign to each of the New Participants, and each of the New Participants shall purchase from each of the existing Participants, at the principal amount thereof (together with accrued interest), such interests in the Letter of Credit Obligations outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Letter of Credit Obligations will be held by existing Participants and New Participants ratably in accordance with their Commitments after giving effect to the applicable Incremental Facility, (ii) each New Incremental Commitment shall be deemed for all purposes a Commitment, (iii) each New Participant shall become a Participant with respect to its New Incremental Commitment and all matters relating thereto and all other matters under this Agreement, and (iv) the Administrative Agent shall notify the Participants (including any New Participants) of the effectiveness of the applicable Incremental Facility and each Participant’s interests in the outstanding Letter of Credit Obligations after giving effect to the assignments contemplated by this Section 2.24.

(f) Except as expressly contemplated in this Section 2.24, the terms and provisions of the New Incremental Commitments shall be identical to the existing Commitments.

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(g) Each Increase and Joinder Agreement may, without the consent of any other Participants, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent to effect the provision of this Section 2.24.¶

~~Section 2.25 ~~Extension Offers~~~~¶

(a) The Applicants may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, an “~~Extension Offer~~”) to all the Participants in respect of any tranche under this LC Facility, on the same terms and conditions to each such Participant, to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Applicants. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Commitments of the Participants that accept the applicable Extension Offer (such Participants, the “~~Extending Participants~~”) and, in the case of any Extending Participant, only with respect to such Participant’s Commitments as to which such Participant’s acceptance has been made. No such extension shall apply to Barclays’ Issuer Commitment (in its capacity as, and solely to the extent it is at the time of such extension, an Issuer) without the consent of Barclays (which it will determine in its sole discretion).¶

(b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by the Parent, each Applicant, each applicable Extending Participant and the Administrative Agent; ~~provided~~ that no Extension Permitted Amendment shall become effective unless (i) the conditions set forth in ~~Section 3.3(b)~~ shall have been satisfied or waived with respect to such Extension Permitted Amendment before and after giving effect to such Extension Permitted Amendment and (ii) the Parent and the Applicants shall have delivered to the Administrative Agent such legal opinions, board resolutions, officer’s certificates and other documents as shall reasonably be requested by either Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Participant as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Participant other than the applicable Extending Participants, effect such amendments to this Agreement and the other Credit Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this ~~Section 2.25~~, including any amendments necessary to treat the Commitments of the Extending Participants as a new “tranche” or “class” of commitments hereunder.

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ARTICLE III

CONDITIONS TO LETTERS OF CREDIT

Section 3.1 Conditions Precedent to Effectiveness

The effectiveness of this Agreement and the occurrence of the Effective Date (as defined below) shall occur on the date on which the Administrative Agent shall have received this Agreement, executed and delivered by each of the parties hereto (such date, the “Effective Date”).

Section 3.2 Conditions Precedent to Initial Utilization

The obligation of the Issuers to Issue Letters of Credit shall not become effective until the date on or after the Effective Date and on or before January 15, 2019 (the “Outside Date”) on which all of the following conditions precedent are satisfied or duly waived by the Participants, the Issuers and the Agents (such date, the “Initial Utilization Date”):

(a) Deliveries at Initial Utilization Date. The Administrative Agent shall have received the Reaffirmation Agreement, in form and substance reasonably satisfactory to the Administrative Agent, executed and delivered by a Responsible Officer of each Person listed on Schedule V hereto.

(b) Financial Statements. The Administrative Agent shall have received, for delivery to the Participants, the Closing Date Financial Statements.

(c) Legal Opinions. The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Participants and the Issuers, favorable written opinions, each in form and substance reasonably satisfactory to the Administrative Agent, of (a) Xxxxx Xxxxx L.L.P., counsel to the Credit Parties on the Initial Utilization Date, (b) Xxxx X. Xxxxxxx, Senior Vice President and General Counsel of the Parent, (c) Xxxxx Xxxxxxx & Xxxxxxx, special Panamanian counsel to the Parent, and (d) NautaDutilh New York P.C., special Dutch counsel to XxXxxxxxx Technology, B.V., in each case dated as of the Initial Utilization Date and addressed to the Administrative Agent, the Collateral Agent, the Participants and the Issuers and addressing such other matters that the Administrative Agent may reasonably request.

(d) Certificates. The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or other formation documents, including all amendments thereto, of each Person listed on Schedule V hereto, certified, in the case of Credit Parties incorporated in the United States, as of a recent date (or as otherwise reasonably acceptable to the Administrative Agent) by the appropriate Governmental Authority of the jurisdiction of its organization, and a certificate as to the good standing (if applicable in such jurisdiction) of each Credit Party from such Governmental Authority; (ii) a certificate of an Authorized Officer, the Secretary or the Assistant Secretary of such Credit Party and with respect to a Dutch Credit Party, by an authorized representative of such Dutch Credit Party, dated the Initial Utilization Date and certifying (A) that attached

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thereto is a true and complete copy of the by-laws or similar document of such Credit Party as in effect on the Initial Utilization Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or similar governing body) of such Credit Party authorizing the execution, delivery and performance of the Credit Documents to which such Person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other formation documents of such Credit Party have not been amended since the date of the last amendment thereto furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer executing any Credit Document or any other document delivered in connection herewith on behalf of such Credit Party and (iii) a certificate of another officer as to the incumbency and specimen signature of the Authorized Officer, or authorized representative in the case of a Dutch Credit Party, executing the certificate pursuant to clause (ii) above.

(e) [Reserved].

(f) [Reserved].

(g) [Reserved].

(h) Collateral Documents. The Administrative Agent shall have received the results of a recent customary Lien search in each relevant jurisdiction in the United States with respect to the Parent, the Applicants and those of Persons that shall be Guarantors as of the Initial Utilization Date (whether as a condition to the Initial Utilization Date or subsequent to the occurrence thereof). The Pledge and Security Agreement (as reaffirmed by the Reaffirmation Agreement), the Reaffirmation Agreement and the other Collateral Documents listed on Part I of Schedule 3.2 of the Existing Credit Agreement shall be in full force and effect on the Initial Utilization Date, and each document (including each Uniform Commercial Code financing statement and documentation relating to the Mortgaged Vessels) required to be delivered pursuant to the Pledge and Security Agreement, the Reaffirmation Agreement and such other Collateral Documents on or prior to the Initial Utilization Date shall have been delivered to the Collateral Agent. The Pledged Stock and the Pledged Notes shall be duly and validly pledged to the Collateral Agent for the ratable benefit of the Secured Parties (subject to the last paragraph of this Section 3.2), and certificates representing such pledged Collateral (if any), accompanied by instruments of transfer and stock powers endorsed in blank, shall have been delivered to the Collateral Agent.

(i) Solvency. The Administrative Agent shall have received (a) a certificate of a Responsible Officer of the Parent in the form of Exhibit I hereto stating that the Applicants and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the Transactions to occur on the Initial Utilization Date and (b) a certificate of a Responsible Officer of the Parent and each Applicant to the effect that the conditions set forth in Section 3.2(m) have been satisfied.

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(j) USA Patriot Act. To the extent requested at least ten days prior to the Initial Utilization Date, the Agents and the Participants shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act and a certification regarding beneficial ownership of legal entity customers (the “Beneficial Ownership Certification”) at least five days prior to the Initial Utilization Date.

(k) Fees and Expenses. There shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Participants, as applicable, and to each Arranger and Bookrunner, for its own account, all fees and expenses (including reasonable fees and expenses of counsel to the Administrative Agent to the extent the Applicants receive invoices therefor at least one Business Day prior to the Initial Utilization Date) due and payable in connection with this Agreement on or before the Initial Utilization Date, or will be substantially simultaneously, paid (which amounts may be offset against the proceeds of the LC Facility).

(l) [Reserved].

(m) Representations. The representations and warranties set forth in Article IV shall be true and correct in all material respects (except that in the case of any representations and warranties which expressly relate to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be, and that any such representation qualified by materiality or material adverse effect will be true and correct in all respects).

(n) [Reserved].

(o) [Reserved].

(p) [Reserved].

(q) The Parent shall have delivered to the Administrative Agent Schedule 1.1, Schedule 4.3, Schedule 4.19 and Schedule 8.8 in form and substance reasonably satisfactory to the Administrative Agent.

(r) Parent shall have received at least $300,000,000.00 in aggregate gross proceeds (calculated before giving effect to any fees or original issue discount) from the issuance of shares of Stock of the Parent and/or other securities (including any Stock Equivalents) that are convertible into Stock of the Parent.

(s) The Administrative Agent shall have received an Intercreditor Joinder (as defined in the Collateral Agency and Intercreditor Agreement), executed and delivered by the Collateral Agent and the Parent.

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(t) The Parent and the Applicants shall (a) deliver to the Administrative Agent and Collateral Agent each of the agreements, documents, instruments or certificates described on Schedule 3.2(t), each in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and (b) perform each of the actions described on Schedule 3.2(t), in each case by the Initial Utilization Date or such later date permitted by each of the Administrative Agent and Collateral Agent, in each case in its sole discretion. The provisions of this Section 3.2(t) shall inure to the benefit of the Collateral Agent, and the Collateral Agent shall have rights as a third party beneficiary of any of such provisions or any obligations with respect hereto.

For the avoidance of doubt, if the conditions set forth in this Section 3.2 do not occur by the Outside Date, the obligation of each Issuer to Issue Letters of Credit shall not become effective and this Agreement shall automatically terminate without further action by any party hereto. In addition, notwithstanding anything to the contrary in this Agreement or in any other Credit Document, to the extent that the Existing Credit Agreement and the Collateral Agency and Intercreditor Agreement permit a security interest in a portion of the Collateral to be provided and/or perfected after the Initial Utilization Date, the provision and/or perfection of such security interest in such portion of the Collateral will not constitute a condition precedent to the availability of the LC Facility on the Initial Utilization Date (except as provided in Section 3.2(t) above).

Section 3.3 Conditions Precedent to Each Letter of Credit

The obligation of the Issuers on any date to Issue any Letter of Credit is subject to the satisfaction of each of the following conditions precedent:

(a) Request for Issuance of Letter of Credit. The relevant Issuer and the Administrative Agent shall have received a duly executed Letter of Credit Request.

(b) Representations and Warranties; No Defaults. The following statements shall be true on the date of such Issuance, both before and after giving effect thereto:

(i) the representations and warranties set forth in Article IV and in the other Credit Documents that have no materiality or Material Adverse Effect qualification shall be true and correct in all material respects and the representations and warranties set forth in Article IV and in the other Credit Documents that have a materiality or Material Adverse Effect qualification shall be true and correct in all respects, in each case with the same effect as though made on and as of such date or, to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date; and

(ii) no Default or Event of Default shall have occurred and be continuing or shall occur as a result of such Issuance or from the application of proceeds thereof.

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(c) Immediately after giving effect to such Issuance, no more than 250 Letters of Credit shall be issued and outstanding.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

To induce the Participants, the Issuers and the Administrative Agent to enter into this Agreement, the Parent and each Applicant represents and warrants each of the following to the Participants, the Issuers and the Administrative Agent, on and as of the Initial Utilization Date and on and as of each date as required by Section 3.3(b)(i).

Section 4.1 Corporate Existence; Compliance with Law

Each of the Parent, each Applicant and each Restricted Subsidiary (a) is duly organized, validly existing and, except where the failure to be in good standing could not reasonably be expected to have a Material Adverse Effect, in good standing, to the extent applicable, under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation and in good standing, to the extent applicable, under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all Requirements of Law, including the Investment Company Act of 1940, as amended, except where the failure to be in compliance could not reasonably be expected to have a Material Adverse Effect; provided, however, that where such compliance relates to any Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions, each of the Parent, each Applicant and the Parent’s Subsidiaries are in compliance in all material respects; and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals or filings that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 4.2 Corporate Power; Authorization; Enforceable Obligations

(a) The execution, delivery, and performance by each Credit Party of the Credit Documents to which it is a party and the consummation of the Transactions:

(i) are within such Credit Party’s corporate, limited liability company, partnership or other organizational powers;

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(ii) have been or, at the time of delivery thereof pursuant to this Agreement will have been duly authorized by all necessary corporate, limited liability company or partnership action, including the consent of shareholders, partners and members where required;

(iii) do not and will not (A) contravene such Credit Party’s respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Credit Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Credit Party, other than any violation of any Requirement of Law relating to (I) any Excepted Consent having not been obtained at the time such representation is made or (II) any consent, authorization, approval, filing or registration with or from any non-U.S. Governmental Authority outside the control of the Parent or its Restricted Subsidiaries that the Administrative Agent agrees, in its sole discretion, to be obtained, delivered or filed after the date on which the representation in this clause (iii) is made, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any lawful Contractual Obligation of such Credit Party or any of its Restricted Subsidiaries, other than in the case of this clause (C) any such conflict, breach, default, termination or acceleration that could not reasonably be expected to have a Material Adverse Effect, or (D) result in the creation or imposition of any Lien upon any property of such Credit Party, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and

(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than (A) those that have been obtained or made and are in full force and effect, (B) resolutions of the board of directors or other similar authority of each Credit Party that have been (or such later date upon which such Person becomes a Guarantor), obtained or made, (C) the Excepted Consents, (D) any consent, authorization, approval, filing or registration with or from any non-U.S. Governmental Authority outside the control of the Parent or its Restricted Subsidiaries that the Administrative Agent agrees, in its sole discretion, to be obtained, delivered or filed after the date on which the representation in this clause (iv) is made, and (E) with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.

(b) This Agreement has been, and each of the other Credit Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by each Credit Party who is a party thereto. This Agreement is, and the other Credit Documents will be, when delivered, the legal, valid and binding obligation of each Credit Party who is a party thereto, enforceable against such Credit Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

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Section 4.3 Ownership of Applicants; Subsidiaries

(a) All of the outstanding capital stock of the Parent and each Applicant is validly issued, fully paid and non-assessable.

(b) Set forth on Schedule 4.3 is a complete and accurate list showing, as of the Initial Utilization Date, all Subsidiaries of the Parent and, as to each such Subsidiary, its correct legal name, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Initial Utilization Date and the percentage of the outstanding shares of each such class owned (directly or indirectly) by the Parent. Except as set forth on Schedule 4.3, as of the Initial Utilization Date no Stock of any Restricted Subsidiary of the Parent is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. Except as set forth on Schedule 4.3, all of the outstanding Stock of each Restricted Subsidiary of the Parent owned (directly or indirectly) by the Parent has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Parent or a Subsidiary of the Parent, free and clear of all Liens, options, warrants, rights of conversion or purchase or any similar rights. As of the Initial Utilization Date, except as set forth on Schedule 4.3, neither the Parent nor any such Restricted Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Credit Documents and, with respect to any Subsidiary that is not a Wholly-Owned Subsidiary, the governing documents of such Subsidiary.

Section 4.4 Financial Statements

(a) The Closing Date Financial Statements, copies of which have been furnished to each Participant, fairly present in all material respects the consolidated financial condition of the Persons covered thereby as at such dates and the consolidated results of the operations of the Persons covered thereby for the period ended on such dates, all in conformity with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments in the case of the Closing Date Financial Statements referenced in clause (b) of the definition thereof).

(b) The Projections have been prepared by the Parent taking into consideration past operations of its business, and reflect in all material respects as of the Initial Utilization Date, projections for the period beginning approximately July 1, 2018 and ending approximately December 31, 2022 on a Fiscal Quarter basis for the Fiscal Quarters ending September 30, 2018 and December 31, 2018, and on a Fiscal Year by Fiscal Year basis for the Fiscal Years 2019 through 2022. The Projections are based upon estimates and assumptions stated therein, all of which the Parent believes in all material respects as of the Initial Utilization Date, to be reasonable in light of current conditions and current facts known to the Parent (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Initial Utilization Date, reflect the Parent’s good faith estimates of the future financial performance of the Parent and its Subsidiaries and of the other information projected therein for the periods set forth therein (it being understood and agreed that financial projections are not a guarantee of financial performance and are subject to significant uncertainties and contingencies many of which are beyond the Parent’s control, no assurance can be given that any projections may be realized, and actual results may differ from the Projections and such differences may be material).

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(c) Neither the Parent nor any of its Subsidiaries has, as of the Initial Utilization Date, any material obligation, contingent liability or liability for Taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (a) above and not otherwise permitted by this Agreement.

(d) The consolidated balance sheets and the related statements of income and cash flow delivered following the Effective Date pursuant to Section 6.1, copies of which shall be furnished to each Participant, shall fairly present in all material respects the consolidated financial condition of the Persons covered thereby as at such dates and the consolidated results of the operations of the Persons covered thereby for the period ended on such dates, all in conformity with GAAP.

Section 4.5 Material Adverse Effect

Since October 21, 2019, there has been no event or development that has had or could reasonably be expected to have a Material Adverse Effect..

Section 4.6 Solvency

Both beforeFrom and after ~~giving effect to the Transactions to occur on or prior to the date this representation is made~~the Discharge of First Priority Claims, the Parent and its consolidated Subsidiaries (both before and after giving effect to the Transactions), taken as a whole, are Solvent.

Section 4.7 Litigation

Except as set forth on Schedule 4.7, there are no pending or, to the knowledge of the Parent or Applicants, threatened actions, investigations or proceedings against the Parent, any Applicant, or any of the Parent’s other Restricted Subsidiaries before any court, Governmental Authority or arbitrator other than those that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Schedule 4.7 lists all litigation pending against any Credit Party as of the Initial Utilization Date that, if adversely determined, could be reasonably expected to have a Material Adverse Effect.

Section 4.8 Taxes

All federal income and other material tax returns, reports and statements (collectively, the “Tax Returns”) required to be filed by the Parent or an Applicant or any other Tax Affiliates have been filed with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required to be filed, all such Tax Returns are true and correct in all material respects, and all material Taxes, charges and other impositions reflected therein or otherwise due and payable have been paid prior to the date

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on which any fine, penalty, interest, late charge or loss may be added thereto for non-payment thereof (whether or not shown on any Tax Return) except where contested in good faith and by appropriate proceedings if adequate reserves therefor have been established on the books of the Parent, the Applicants or such Tax Affiliate in conformity with GAAP. The Parent, each Applicant and each other Tax Affiliate have deducted and withheld and timely paid to the respective Governmental Authorities all material amounts required to be deducted and withheld.

Section 4.9 Full Disclosure

The Information Presentation and any other information prepared or furnished by or on behalf of any Credit Party and delivered to the Participants in writing in connection with this Agreement or the consummation of the transactions contemplated hereunder or thereunder (in each case, taken as a whole), other than any information of a general economic or industry specific nature, does not, as of the time of delivery of such information, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein or herein not misleading, other than information of a general economic or industry nature; provided, however, that, to the extent any such information was based upon, or constituted, a forecast or projection, such Credit Party represents only, in respect of such projection or forecast, that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such information.

Section 4.10 Margin Regulations

No Credit Party is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Federal Reserve Board), and no Letter of Credit will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock in contravention of Regulation T, U or X of the Federal Reserve Board. Margin stock constitutes less than 25% of the value of those assets of the Parent and its Subsidiaries, taken as a group, which are subject to any limitation on sale, pledge, or other restriction hereunder.

Section 4.11 No Burdensome Restrictions; No Defaults

(a) Neither the Parent, any Applicant, nor any other Restricted Subsidiary of the Parent (i) is a party to any Contractual Obligation (x) the compliance with which could reasonably be expected to have a Material Adverse Effect or (y) the performance of which by any thereof would result in the creation of a Lien (other than a Lien permitted under Section 8.2) on the property or assets of any thereof or (ii) is subject to any charter restriction that could reasonably be expected to have a Material Adverse Effect.

(b) ~~Neither~~From and after the Discharge of First Priority Claims, neither the Parent, any Applicant, nor any other Restricted Subsidiary of the Parent is in default under or with respect to any Contractual Obligation owed by it, other than, in either case, those defaults that could not reasonably be expected to have a Material Adverse Effect.

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Section 4.12 Statutory Indebtedness Restrictions

Neither the Parent, any Applicant, nor any other Restricted Subsidiary of the Parent is (a) an “investment company” or a company “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended or (b) subject to regulation under the Federal Power Act.

Section 4.13 Use of Proceeds

(a) [reserved].

(b) [reserved].

(c) Letters of Credit are being used solely by the Applicants to support warranties, bid bonds, payment or performance obligations and for other general corporate purposes by the Applicants, the Parent, the Parent’s Subsidiaries, Joint Ventures and Affiliates.

(d) The Applicants will not request any Letter of Credit, and the Parent and each Applicant shall not use, and shall procure that the Parent’s Subsidiaries and their respective directors, officers, employees and agents shall not use, the proceeds of any Letter of Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in either case in violation of any Sanctions applicable to such Applicant and its Subsidiaries, or (iii) in any manner that would result in the violation of any Sanctions applicable to any Credit Party or, to the knowledge of the Parent or either Applicant, any other party hereto.

Section 4.14 Insurance

All material policies of insurance of any kind or nature currently maintained by the Parent, an Applicant or any other Restricted Subsidiary, including policies of fire, theft, property damage, other commercial general liability, employee fidelity and workers’ compensation, are in full force and effect and are of a nature and provide such coverage as is sufficient and as is customarily carried by businesses of the size and character of such Person.

Section 4.15 Labor Matters

(a) There are no strikes, work stoppages, slowdowns or lockouts pending or, to the knowledge of the Parent and each Applicant, threatened against or involving the Parent or any of its Restricted Subsidiaries, other than those that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

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(b) There are no unfair labor practices, grievances or complaints pending, or, to the knowledge of the Parent and each Applicant, threatened, against or involving the Parent or any of its Restricted Subsidiaries, nor, to the knowledge of the Parent and each Applicant, are there any unfair labor practices, arbitrations or grievances threatened involving the Parent or any of its Restricted Subsidiaries, other than those that if resolved adversely to the Parent or any of its Restricted Subsidiaries, as applicable, could not reasonably be expected to have a Material Adverse Effect.

(c) Except as set forth on Schedule 4.15, as of the Initial Utilization Date, there is no collective bargaining agreement covering any employee of the Parent, the Applicants or any other Restricted Subsidiary. Except as set forth on Schedule 4.15, with respect to employees of the Parent, the Applicants or any other Restricted Subsidiary not already covered by a collective bargaining agreement set forth on Schedule 4.15, as of the Initial Utilization Date no union representation question exists with respect to such employees and, to the knowledge of the Parent and each Applicant, no union organization activity is taking place as of the Initial Utilization Date.

Section 4.16 ERISA

(a) Each Employee Benefit Plan that is intended to qualify under Section 401 of the Code has received a favorable determination letter from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which could cause such Employee Benefit Plan to lose its qualified status and any trust created under any Employee Benefit Plan is exempt from Tax under the provisions of Section 501 of the Code, except where such failures could not reasonably be expected to have a Material Adverse Effect.

(b) The Parent, each Applicant and each other Restricted Subsidiary, each Guarantor and each of their respective ERISA Affiliates is in material compliance with all applicable provisions and requirements of ERISA, the Code and applicable Employee Benefit Plan provisions with respect to each Employee Benefit Plan except for non-compliances that could not reasonably be expected to have a Material Adverse Effect.

(c) With respect to each Title IV Plan and each Multiemployer Plan, the Parent, each Applicant and each other Restricted Subsidiary, and each of their respective ERISA Affiliates has made all contributions required under ERISA and the Code and, in respect of each Title IV Plan, are in material compliance with the minimum funding standard of Section 412 of the Code (in each case, whether or not waived in accordance with Section 412(c) of the Code).

(d) Except as set forth on Schedule 4.16(d) to this Agreement, there has not been, nor is there reasonably expected to occur, any ERISA Event other than those that, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

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(e) Except (i) to the extent required under Section 4980B of the Code or similar state laws, and (ii) with respect to which the aggregate liability, calculated on a FAS 106 basis as of December 31, 2017, does not exceed $65,000,000.00, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) to any retired or former employees, consultants or directors (or their dependents) of the Parent, any Applicant or any other Restricted Subsidiary of the Parent, or any of their respective ERISA Affiliates.

(f) Except as set forth on Schedule 4.16(d) to this Agreement, none of the Parent, any Applicant or any other Restricted Subsidiary of the Parent, or any of their respective ERISA Affiliates has incurred or reasonably expects to incur any Withdrawal Liability with respect to any Multiemployer Plan. The Parent, each Applicant and each other Restricted Subsidiary of the Parent and each of their respective ERISA Affiliates has complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

(g) The Credit Parties are not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans to repay the Letters of Credit or the Commitments.

Section 4.17 Environmental Matters

~~Environmental Representations.~~ Except as disclosed on Schedule 4.17 to this Agreement:

(a) The operations of the Parent, each Applicant and each other Restricted Subsidiary have been and are in compliance with all Environmental Laws, including obtaining and complying with all required environmental, health and safety Permits, other than non-compliances that, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b) None of the Parent, any Applicant or any other Restricted Subsidiary or any Real Property currently or, to the knowledge of the Parent or any Applicant, previously owned, operated or leased by or for the Parent, an Applicant or any other Restricted Subsidiary is subject to any pending or, to the knowledge of the Parent or any Applicant, threatened, claim, order, agreement, notice of violation, notice of potential liability or is the subject of any pending or threatened proceeding or governmental investigation under or pursuant to Environmental Laws other than those claims, orders, agreements, notices, proceedings or investigations that, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(c) To the knowledge of the Parent or any Applicant, there are no facts, circumstances or conditions arising out of or relating to the operations or ownership of the Parent or any of its Restricted Subsidiaries or of Real Property owned, operated or leased by the Parent or any of its Restricted Subsidiaries that are not specifically included in the financial information furnished to the Participants other than those that, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

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Section 4.18 Intellectual Property

Except where the failure to do so could not, taken as a whole, reasonably be expected to have a Material Adverse Effect, the Parent, the Applicants and the other Restricted Subsidiaries own or license or otherwise have the right to use all licenses, permits, patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, copyright applications, franchises, authorizations and other intellectual property rights (including all Intellectual Property as defined in the Pledge and Security Agreement) that are necessary for the operations of their respective businesses, without infringement upon or conflict with the rights of any other Person with respect thereto. Except where the failure to do so could not, taken as a whole, reasonably be expected to have a Material Adverse Effect, no slogan or other advertising device, product, process, method, substance, part or component, or other material now employed, or now contemplated to be employed, by the Parent, the Applicants or any other Restricted Subsidiary infringes upon or conflicts with any rights owned by any other Person, and no claim or litigation regarding any of the foregoing is pending or threatened.

Section 4.19 Title; Real Property

(a) Each of the Parent, each Applicant and the other Restricted Subsidiaries has good and marketable title (or the applicable jurisdictional equivalent of good and marketable title) to, or valid leasehold interests in, or other valid contractual occupancy or use right in, all of its material properties and assets (including each Mortgaged Property) and good title to, or valid leasehold interests in, all personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent Financial Statements delivered by the Parent, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 8.2. The information provided by the Parent to the Administrative Agent, the Collateral Agent and the Participants with respect to each Mortgaged Property is true and correct in all material respects; provided that any information provided by or on behalf of the Credit Parties in response to flood due diligence and flood insurance compliance inquiries shall be true and correct in all respects.

(b) Set forth on Schedule 4.19 is a complete and accurate list, as of the Initial Utilization Date, of all (a) owned Real Property of the Credit Parties (i) located in the United States with a reasonably estimated Fair Market Value in excess of $10,000,000.00 showing, as of the Initial Utilization Date, the street address, county and the record owner thereof and (ii) located outside of the United States with a reasonably estimated Fair Market Value in excess of $5,000,000.00 showing, as of the Initial Utilization Date, the street address, jurisdiction and the record owner thereof and (b) leased Real Property of the Credit Parties (i) located in the United States with net annual lease payments in excess of $10,000,000.00 showing, as of the Initial Utilization Date, the street address (or other readily identifiable description) and county thereof and (ii) located outside of the United States with net annual lease payments in excess of $5,000,000.00 showing, as of the Initial Utilization Date, the street address (or other readily identifiable description) and jurisdiction thereof.

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(c) No portion of any Real Property has suffered any material damage by fire or other casualty loss that has not heretofore been completely repaired and restored to its original condition other than those that could not reasonably be expected to have a Material Adverse Effect.

(d) Except as could not reasonably be expected to have a Material Adverse Effect, (a) each Credit Party has obtained and holds all Permits required in respect of its Real Property and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (b) all such Permits are in full force and effect, and each Credit Party has performed and observed all requirements of such Permits, (c) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit, (d) [reserved], (e) each Credit Party reasonably believes that each of its Permits will be timely renewed and complied with, and that any additional Permits that may be required of such Person will be timely obtained and complied with, and (f) neither the Parent, nor either Applicant has any knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permit.

(e) None of the Parent, any Applicant or any other Restricted Subsidiary has received any notice, or has any knowledge, of any pending condemnation proceeding, or of any condemnation proceeding threatened in writing, affecting any material Real Property or any part thereof, except those that could not reasonably be expected to have a Material Adverse Effect.

(f) Each of the Credit Parties, and, to the knowledge of the Parent and each Applicant, each other party thereto, has complied with all material obligations under all leases of material Real Property to which it is a party other than those the failure with which to comply could not reasonably be expected to have a Material Adverse Effect and, to the knowledge of the Parent and each Applicant, all such leases are legal, valid, binding and in full force and effect and are enforceable in accordance with their terms other than those the failure of which to so comply with the foregoing could not reasonably be expected to have a Material Adverse Effect. No landlord Lien has been filed of record, and, to the knowledge of the Parent and each Applicant, no claim is being asserted, with respect to any lease payment under any lease of Real Property other than those that could not reasonably be expected to have a Material Adverse Effect.

(g) There are no pending or, to the knowledge of the Parent and each Applicant, proposed special or other assessments for public improvements or otherwise affecting any material portion of the Real Property, nor are there any contemplated improvements to such owned Real Property that may result in such special or other assessments, other than those that could not reasonably be expected to have a Material Adverse Effect.

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Section 4.20 Mortgaged Vessels

Each Mortgaged Vessel (a) is owned and operated by a Subsidiary Guarantor, (b) that is operated, is operated in all material respects in compliance with all Requirements of Law applicable to it (including, in the case of each Mortgaged Vessel that is in class on the Initial Utilization Date, compliance in all material respects with all requirements of such classification as required by the relevant classification society for such Mortgaged Vessel) and (c) is maintained in all material respects in accordance with all requirements set forth in the Collateral Documents. Each Mortgaged Vessel is covered by all such insurance as is required by the respective Mortgage with respect to such Mortgaged Vessel.

Section 4.21 Anti-Corruption Laws and Sanctions

The Parent has implemented, maintains in effect and enforces policies and procedures intended to ensure compliance by the Parent, each Applicant, the other Subsidiaries of the Parent and their respective directors, officers, employees and agents (in their respective activities on behalf of the Parent, each Applicant and the other Subsidiaries of the Parent) with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, and the Parent, each Applicant and the other Restricted Subsidiaries of the Parent, its and their respective officers and directors and, to the knowledge of the Parent and each Applicant, employees and agents (in their respective activities on behalf of the Parent, each Applicant and the other Restricted Subsidiaries of the Parent), are in compliance with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, in each case in all material respects. None of the Parent, any Applicant, any other Restricted Subsidiary of the Parent, any of their respective directors or officers or, to the knowledge of the Parent, any Applicant or such Subsidiary, any of their respective employees or any of their agents that will act in any capacity in connection with or benefit from the credit facilities established hereby, (a) is a Sanctioned Person with whom the Parent, the Applicants or such Restricted Subsidiary, as applicable, is prohibited from transacting business pursuant to any applicable Sanction or (b) is currently engaging or has engaged in any dealings or transactions with, involving or for the benefit of a Sanctioned Person, or in or involving any Sanctioned Country, in each case in violation of applicable Sanctions.

Section 4.22 EEA Financial Institution

No Credit Party is an EEA Financial Institution.

Section 4.23 Security Instruments

Subject to the Security Principles and the Collateral Agency and Intercreditor Agreement and the terms of the Senior Intercreditor Agreement, the security interests created in favor of the Collateral Agent for the benefit of the Secured Parties under the Collateral Documents constitute first priority perfected security interests (subject to Liens permitted by Section 8.2) in the Collateral referred to therein to the extent that the creation, perfection or priority, as applicable, is governed by the laws of the United States, any State thereof or any other jurisdiction under whose laws the Collateral Agent has reasonably

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requested action to be taken under Section 7.11(c). Except for filings and actions contemplated hereby and by the Collateral Documents and other filings and actions not required to be made pursuant to Security Principles, no consents, filings or recordings are required under the laws of the United States, any State thereof or any other jurisdiction under whose laws the Collateral Agent has reasonably requested action to be taken under Section 7.11(c) in order to perfect, and/or maintain the perfection and priority of, the security interests purported to be created by the Collateral Documents.

Section 4.24 Regulation H

No Mortgaged Property located in the United States is a Flood Hazard Property unless the Collateral Agent shall have received the following: (a) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Collateral Agent (i) as to the fact that such Mortgaged Property is a Flood Hazard Property, (ii) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (iii) such other flood hazard determination forms, notices and confirmations thereof as reasonably requested by the Collateral Agent and (b) copies of insurance policies or customary certificates of insurance of the applicable Credit Party evidencing flood insurance and naming the Collateral Agent as loss payee on behalf of the Participants. All flood hazard insurance policies required hereunder have been obtained and remain in full force and effect, and the premiums thereon have been paid in full.

Section 4.25 USA Patriot Act

Each of the Credit Parties and their respective Subsidiaries are in compliance, in all material respects, with (a) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto and (b) the USA Patriot Act.

Section 4.26 Beneficial Ownership Certification

As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

ARTICLE V

FINANCIAL COVENANTS

From and after the Initial Utilization Date, the Applicants agree with the Participants and the Administrative Agent to each of the following, as long as any Letter of Credit Obligation or any Commitment remains outstanding:

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Section 5.1 Fixed Charge Coverage Ratio

Beginning with the first ~~full~~ Fiscal Quarter ending after the ~~Initial Utilization~~Amendment No. 1 Effective Date, the Parent and each Applicant shall maintain a minimum Fixed Charge Coverage Ratio of at least ~~1.50:1.00 at the end of each Fiscal Quarter.~~(a) 0.70:1.00 for the Fiscal Quarters ending December 31, 2019 through June 30, 2020; (b) 1.10:1.00 for the Fiscal Quarters ending September 30, 2020 and December 31, 2020; (c) 1.20:1.00 for the Fiscal Quarter ending March 31, 2021; (d) 1.40:1.00 for the Fiscal Quarters ending June 30, 2021; (e) 1.30:1.00 for the Fiscal Quarters ending September 30, 2021 and December 31, 2021; and (f) for each Fiscal Quarter thereafter, 1.50:1.00.

Section 5.2 Leverage Ratio

Beginning with the first ~~full~~ Fiscal Quarter ending after the ~~Initial Utilization~~Amendment No. 1 Effective Date, the Parent and each Applicant shall maintain, as of the last day of any Fiscal Quarter, a maximum Leverage Ratio ~~not to exceed 4.25:1.00 through the Fiscal Quarter ending September 30, 2019; 4.00~~(a) 11.70:1.00 for the Fiscal Quarter ending December 31, 2019; ~~3.75:1.00 through~~(b) 11.60:1.00 for the Fiscal Quarter ending March 31, 2020; (c) 10.30:1.00 for the Fiscal Quarter ending June 30, 2020; (d) 6.50:1.00 for the Fiscal Quarter ending September 30, 2020; (e) 6.00:1.00 for the Fiscal Quarter ending December 31, 2020; ~~3.50:100 through~~(f) 5.30:1.00 for the Fiscal Quarter ending March 31, 2021; (g) 4.80:1.00 for the Fiscal Quarter ending June 30, 2021; (h) 4.70:1.00 for the Fiscal Quarter ending September 30, 2021; (i) 4.80:1.00 for the Fiscal Quarter ending December 31, 2021; and ~~3.25:1.00~~(j) for each Fiscal Quarter ~~ending~~ thereafter. , 3.25:1.00.

Section 5.3 Minimum Liquidity

Beginning with the first full Fiscal Quarter ending after the ~~Initial Utilization~~Amendment No. 1 Effective Date, the Parent and each Applicant shall maintain a minimum Liquidity as of the last day of any Fiscal Quarter of not less than $200,000,000.00.

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ARTICLE VI

REPORTING COVENANTS

From and after the Initial Utilization Date, the Parent and each Applicant jointly and severally agree with the Participants, the Issuers and the Administrative Agent to each of the following, as long as any Obligation or any Commitment remains outstanding:

Section 6.1 Financial Statements

The Parent and each Applicant shall furnish each of the following to the Administrative Agent, for delivery to the Participants:

(a) Quarterly Reports. Within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year (unless such period is extended pursuant to applicable U.S. securities laws, rules, or regulations or SEC guidelines, in which case such deadline will be extended to the earlier of (x) the end of such period and (y) 60 days after the end of such Fiscal Quarter), consolidated unaudited balance sheets as of the close of such quarter and the related statements of income and cash flow for such quarter and that portion of the Fiscal Year ending as of the close of such quarter, setting forth in comparative form the figures for the corresponding period in the prior year, in each case certified by a Responsible Officer of the Parent as fairly presenting in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments) and accompanied by customary management discussion and analysis.

(b) Annual Reports. Within 75 days after the end of each Fiscal Year (unless such period is extended pursuant to applicable U.S. securities laws, rules, or regulations or SEC guidelines, in which case such deadline will be extended to the earlier of (x) the end of such period and (y) 120 days after the end of such Fiscal Year, consolidated balance sheets of the Parent and its Subsidiaries as of the end of such Fiscal Year and related statements of income and cash flows of the Parent and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and accompanied by customary management discussion and analysis and an audit opinion from Parent’s Accountants and certified, in the case of such consolidated financial statements, without qualification as to the scope of the audit or as to the Parent being a going concern (other than, prior to the Discharge of First Lien Claims, resulting from (x) impending debt maturities and (y) any prospective or actual breach of any financial covenant) by the Parent’s Accountants, together with the report of such accounting firm stating that (i) such financial statements fairly present in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Parent’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements) and (ii) the examination by the Parent’s Accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards.

(c) Compliance Certificate. Together with each delivery of any financial statement pursuant to clause (a) or (b) above, a certificate of a Responsible Officer of the Parent substantially in the form of Exhibit H for delivery to the Participants (each, a “Compliance Certificate”) (i) demonstrating compliance with each of the financial covenants contained in Section 5.1, Section 5.2 and Section 5.3 in reasonable detail and setting forth a reasonably detailed description of any savings under clause (b)(xi) of the definition of EBITDA, (ii) identifying any Asset Sale permitted by clauses (g), (h), and (i) of Section 8.4 during the Fiscal Quarter as to which such Compliance Certificate relates (or, in the case of any Compliance Certificate delivered in connection with the financial statements delivered pursuant to clause (b) above, in the last Fiscal Quarter of such Fiscal Year to which such Compliance Certificate relates) and identifying the aggregate

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consideration received in connection with each such identified Asset Sale if the aggregate consideration received for such Asset Sale exceeds $10,000,000.00, (iii) setting forth each Person that is a Material Wholly-Owned Subsidiary of the Parent that is not a Credit Party on the last day of the most recently ended Fiscal Quarter or Fiscal Year for which financial statements have been delivered pursuant clause (a) or (b) above, as applicable and (iv) stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, stating the nature thereof and the action which the Parent has taken or proposes to take with respect thereto.

(d) Budget. Not later than 90 days after the end of each Fiscal Year, the annual budget of the Parent for the Fiscal Year next succeeding such Fiscal Year then ended, in reasonable detail, as determined by the Administrative Agent (with the understanding that any annual budget in substantially the same form, scope and substance as the annual budget of the Parent most recently prepared prior to the Initial Utilization Date is in reasonable detail), and reviewed by the board of directors of the Parent, including a projected year-end consolidated balance sheet and income statement and statement of cash flows.

(e) Participant Calls. The Parent shall conduct a conference call that Participants may attend to discuss the financial condition and results of operations of the Parent and its Restricted Subsidiaries for the most recently ended measurement period for which financial statements have been delivered pursuant to Sections 6.1(a) and (b) (beginning with the fiscal period of the Parent ending December 31, 2018), at a date and time to be determined by the Parent with reasonable advance notice to the Administrative Agent.

(f) Changes in Ratings. Promptly and in any event within five Business Days after a Responsible Officer of the Parent or any Applicant obtains actual knowledge of the existence thereof, the Parent or such Applicant, as applicable, shall give the Administrative Agent notice of any announcement by Xxxxx’x or S&P of any change in a corporate rating or corporate family rating with respect to the Parent or an Applicant that has not been publicly announced or is not otherwise publicly available.¶

(g) Priming Credit Agreement. Promptly after delivery under the Priming Credit Agreement, the Approved Budget (as defined in the Priming Credit Agreement) in form reasonably approved by the Administrative Agent.

The Parent, each Applicant and each Participant acknowledge that certain of the Participants may be Public-Side Participants and, if documents or notices required to be delivered pursuant to this Section 6.1 or otherwise are being distributed through IntraLinks, Debtdomain, SyndTrak, Barclays Deal Vault, Donnelley Financial Solutions Venue or a similar service, any document or notice that the Parent or any Applicant has indicated contains MNPI shall not be posted on the portion of such service that is designated for Public-Side Participants. The Parent and each of the Applicants jointly and severally agree to clearly identify, in writing on the face of such information, all information provided to the Administrative Agent by or on behalf of any Credit Party that is suitable to make available to Public-Side Participants. If neither the Parent nor any Applicant has indicated

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that a document, notice or other information contains MNPI, the Administrative Agent reserves the right, but shall have no obligation, to post such document or notice solely on the portion of IntraLinks or other similar service that is designated for Participants that wish to receive MNPI.

Information required to be delivered pursuant to this Section 6.1 shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on IntraLinks, Debtdomain, SyndTrak, Barclays Deal Vault, Donnelley Financial Solutions Venue or a similar service or shall be available on the website of the SEC at xxxx://xxx.xxx.xxx or on the website of the Parent (provided, in each case, that the Parent has notified the Administrative Agent that such information is available on such website and, if requested by the Administrative Agent, shall have provided hard copies to the Administrative Agent). Information required to be delivered pursuant to this Section 6.1 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Section 6.2 Collateral Reporting Requirements

The Parent and each Applicant shall furnish to the Administrative Agent or the Collateral Agent, as applicable, for delivery to the Participants, each of the following:

(a) Updated Corporate Chart. If requested by the Administrative Agent, together with each delivery of any financial statement pursuant to Section 6.1(b), (i) a corporate organizational chart or other equivalent list, current as of the date of delivery, in form and substance reasonably acceptable to the Administrative Agent, setting forth, for each of the Credit Parties, all Persons subject to Section 7.11(c), all Subsidiaries of any of them and any Joint Ventures entered into by any of the foregoing, and (ii) a schedule setting forth, in respect of each such Person, (A) its full legal name, (B) its jurisdiction of organization and organizational number (if any) and (C) the number of shares of each class of its Stock authorized (if applicable), the number outstanding as of the date of delivery, and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Parent.

(b) Additional Information. ~~From~~Reasonably promptly from time to time, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral, all as the Administrative Agent or Collateral Agent may reasonably request, and in reasonable detail.

(c) Additional Filings. At any time and from time to time, reasonably promptly upon the reasonable request of the Collateral Agent, reasonably promptly after receipt of a request, and at the sole expense of the Credit Parties, duly executed, delivered and recorded instruments and documents for the purpose of obtaining or preserving the full benefits of this Agreement, the Pledge and Security Agreement (as reaffirmed by the Reaffirmation Agreement) and each other Credit Document and of the rights and powers herein and therein granted (and each Credit Party shall take such further action as the Administrative Agent or Collateral Agent may reasonably request for such purpose), including the filing of any financing or continuation statement under the UCC or other similar Requirement of Law in effect in any domestic jurisdiction with respect to the security interest created by the Pledge and Security Agreement.

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(d) Mortgaged Vessels. IfReasonably promptly if requested by the Administrative Agent or the Collateral Agent, reasonably promptly after receipt of a request, an operating report for the Mortgaged Vessels showing the current customers of such vessels and the current locations of such vessels. In addition, if requested by the Administrative Agent or the Collateral Agent, reasonably promptly after receipt of a request, the Parent shall give the Administrative Agent or the Collateral Agent written notice of (i) any Mortgaged Vessel commencing a new contract or moving to a work site outside the U.S. Gulf of Mexico and (ii) any bareboat charters of any Mortgaged Vessel and copies of such charter.

(e) Appraisals. (i) No more than once in any twelve month period, within 90 days of a request of the ~~Collateral~~Administrative Agent therefor, updated appraisals for each Mortgaged Vessel performed by an Approved Appraiser and (ii) following the Initial Utilization Date, no more than once in any twenty-four month period, and within 90 days of a request of the Collateral Agent or a Participant, updated appraisals for any Mortgaged Property located in the United States of America.; provided that such appraisals of Mortgaged Property shall first be delivered by June 30, 2020.

The reporting requirements set forth in this Section 6.2 are in addition to, and shall not modify and are not in replacement of, any rights and other obligation set forth in any Credit Document (including notice and reporting requirements) and satisfaction of the reporting obligations in this Section 6.2 shall not, by itself, operate as an update of any Schedule or any schedule of any other Credit Document and shall not cure, or otherwise affect in any way, any Default or Event of Default, including any failure of any representation or warranty of any Credit Document to be correct in any respect when made.

Section 6.3 Default Notices

(a) Promptly and in any event within five Business Days after a Responsible Officer of the Parent or any Applicant obtains actual knowledge of the existence thereof, the Parent or such Applicant, as applicable, shall give the Administrative Agent, for delivery to the Participants, notice of any Default or Event of Default specifying the details of the occurrence referred to therein, describing with particularity any and all provisions of this Agreement and any other Credit Document that have been breached, the anticipated effect thereof, and stating what action such Applicant has taken and proposes to take with respect thereto.

(b) Each notice delivered pursuant to this Section 6.3, if given by telephone, shall be promptly confirmed in writing on or before the next Business Day.

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Section 6.4 Litigation

Promptly after a Responsible Officer of the Parent or any Applicant obtains actual knowledge of the commencement thereof, the Parent shall give the Administrative Agent, for delivery to the Participants, written notice of the commencement of all actions, suits and proceedings before any domestic or foreign Governmental Authority or arbitrator, regarding the Parent, any Applicant, any of their respective Subsidiaries or any Joint Venture that (i) seeks injunctive or similar relief that, in the reasonable judgment of any Applicant, if adversely determined, could reasonably be expected to result in a Material Adverse Effect or (ii) in the reasonable judgment of the Parent could expose an Applicant, the Parent, any Subsidiary or any Joint Venture to liability in an amount aggregating $45,000,000.00 or more or that, if adversely determined, could reasonably be expected to have a Material Adverse Effect.

Section 6.5 Labor Relations

Promptly after a Responsible Officer of the Parent or an Applicant has actual knowledge of the same, the Parent shall give the Administrative Agent, for delivery to the Participants, written notice of (a) any material labor dispute to which the Parent, an Applicant or any of their respective Subsidiaries is a party, including any strikes, lockouts or other material disputes relating to any of such Person’s plants and other facilities, provided that such dispute, strike or lockout involves a work stoppage exceeding 30 days, (b) any material Worker Adjustment and Retraining Notification Act or related liability incurred with respect to the closing of any plant or other facility of any such Person affecting 300 or more employees of the Parent, the Applicants and their respective Subsidiaries and (c) any material union organization activity with respect to employees of the Parent, the Applicants or any of their respective Subsidiaries not covered by a collective bargaining agreement as of the Initial Utilization Date.

Section 6.6 Tax Returns

Upon the request of any Participant through the Administrative Agent, the Parent and each Applicant shall provide copies of all Tax Returns and reports filed by the Parent, an Applicant, any of their respective Subsidiaries or any Joint Venture in respect of Taxes measured by income (excluding sales, use and like Taxes).

Section 6.7 Insurance

As soon as is practicable and in any event within 90 days after the end of each Fiscal Year, the Parent shall furnish the Administrative Agent, for delivery to the Participants, with a report in form and substance reasonably satisfactory to the Administrative Agent outlining all material insurance coverage maintained as of the date of such report by the Parent and its Restricted Subsidiaries and the duration of such coverage.

Section 6.8 ERISA Matters

The Parent shall furnish the Administrative Agent, for delivery to the Participants, with each of the following:

(a) promptly and in any event within 30 days after a Responsible Officer of the Parent or an Applicant knows, or has reason to know, that any ERISA Event (except

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for those events set forth on Schedule 4.16(d) to this Agreement) has occurred that, alone or together with any other ERISA Event, could reasonably be expected to result in liability of the Parent, an Applicant, any Restricted Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $50,000,000.00, written notice describing the nature thereof, what action the Parent, an Applicant, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known by such Responsible Officer, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect to such event;

(b) promptly and in any event within 10 days after a Responsible Officer of the Parent or an Applicant knows, or has reason to know, that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan, a written statement of an Authorized Officer of the Parent describing such waiver request and the action, if any, the Parent, an Applicant, their respective Subsidiaries and their respective ERISA Affiliates propose to take with respect thereto and a copy of any notice filed with the PBGC or the IRS pertaining thereto;

(c) simultaneously with the date that the Parent, an Applicant, any Subsidiary or any ERISA Affiliate files with the PBGC a notice of intent to terminate any Title IV Plan, if, at the time of such filing, such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and

(d) promptly, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Parent, an Applicant, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan; (ii) all notices received by the Parent, an Applicant, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that, alone or together with any other ERISA Event, could reasonably be expected to result in liability of the Parent, an Applicant, any Restricted Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $50,000,000.00; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request.

Section 6.9 Environmental Matters

The Parent shall provide the Administrative Agent, for delivery to the Participants, promptly, and in any event in the case of clauses (a) through (c) within 20 Business Days after any Responsible Officer of the Parent or any Applicant obtains actual knowledge of any of the following, written notice of each of the following:

(a) that any Credit Party or any Mortgaged Vessel is or may be liable to any Person as a result of a Release or threatened Release that could reasonably be expected to subject such Credit Party to Environmental Liabilities and Costs of $35,000,000.00 or more;

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(b) the receipt by any Credit Party of notification that any material real or personal property or any Mortgaged Vessel of such Credit Party is or is reasonably likely to be subject to any Environmental Lien;

(c) the receipt by any Credit Party of any notice of violation of or potential liability under, or knowledge by a Responsible Officer of the Parent or an Applicant that there exists a condition that could reasonably be expected to result in a violation of or liability under, any Environmental Law, except for violations and liabilities the consequence of which, in the aggregate, could not reasonably be expected to subject the Credit Parties collectively to Environmental Liabilities and Costs of $35,000,000.00 or more; and

(d) promptly following reasonable written request by any Participant through the Administrative Agent, a report providing an update of the status of any environmental, health or safety compliance, hazard or liability issue identified in any notice or report delivered pursuant to this Section 6.9.

Section 6.10 Patriot Act Information

Each Participant, each Issuer, the Collateral Agent and the Administrative Agent (each for itself and not on behalf of any other Person) hereby notifies the Parent and the Applicants that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Parent and the Applicants, which information includes the name and address of the Parent and the Applicants and other information that will allow such Participant, such Issuer or the Administrative Agent, as applicable, to identify the Parent and the Applicants in accordance with the USA Patriot Act. The Parent and the Applicants shall promptly, following a request by any Agent, any Issuer or any Participant, provide all documentation and other information that such Agent, such Issuer or such Participant reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act.

Section 6.11 Other Information

The Parent and each Applicant shall reasonably promptly provide the Administrative Agent, any Participant or any Issuer with any information reasonably requested by the Administrative Agent, such Participant or such Issuer through the Administrative Agent respecting the business, properties, condition, financial or otherwise, or operations of the Parent, an Applicant, any Subsidiary or any Joint Venture, including any information requested by the Administrative Agent or any Participant concerning the calculation of EBITDA in any Compliance Certificate delivered to the Participants pursuant to Section 6.1(c) in a form acceptable to the Administrative Agent. The Administrative Agent shall provide copies of any written information provided to it pursuant to this Article VI to any Participant requesting the same.

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ARTICLE VII

AFFIRMATIVE COVENANTS

Section 7.1 Preservation of Corporate Existence, Etc.

The Parent and the Applicants shall, and shall cause each of their respective Restricted Subsidiaries to, preserve and maintain its legal existence, rights (charter and statutory) and franchises, except as permitted by Sections 8.4, 8.5 and 8.6 and except if, in the reasonable business judgment of the Parent or the Applicants, it is in the business interest of the Parent, an Applicant or such Restricted Subsidiary not to preserve and maintain such legal existence (except with respect to the Applicants), rights (charter and statutory) and franchises, and such failure to preserve the same could not reasonably be expected to have a Material Adverse Effect and could not reasonably be expected to materially affect the interests of the Secured Parties under the Credit Documents or the rights and interests of any of them in the Collateral.

Section 7.2 Compliance with Laws, Etc.

(a) The Parent and the Applicants shall, and shall cause each of their respective Restricted Subsidiaries to, comply with all applicable Requirements of Law, Contractual Obligations and Permits, except where the failure so to comply could not reasonably be expected to have a Material Adverse Effect.

(b) The Parent and the Applicants shall at all times maintain in effect and enforce policies and procedures intended to ensure compliance by the Parent, its Subsidiaries and their respective directors, officers, employees and agents with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.

Section 7.3 Conduct of Business

The Parent and the Applicants shall, and shall cause each of their respective Restricted Subsidiaries to, (a) conduct its business in the ordinary course (except for non-material changes in the nature or conduct of its business as carried on as of the Initial Utilization Date) and (b) use its reasonable efforts, in the ordinary course, to preserve its business and the goodwill and business of the customers, suppliers and others having business relations with the Parent, the Applicants, or any of its Restricted Subsidiaries, except where the failure to comply with the covenants in each of clauses (a) and (b) above could not reasonably be expected to have a Material Adverse Effect.

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Section 7.4 Payment of Taxes, Etc.

The Parent and the Applicants shall, and shall cause each of their respective Restricted Subsidiaries to, pay and discharge before the same shall become delinquent, all lawful governmental claims, Taxes, assessments, charges and levies, except where (a) contested in good faith, by proper proceedings and adequate reserves therefor have been established on the books of the Parent, the Applicants or the appropriate Restricted Subsidiary in conformity with GAAP or (b) the failure to so pay and discharge could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 7.5 Maintenance of Insurance

The Parent and the Applicants shall, and shall cause each of its Restricted Subsidiaries to, (a) maintain insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as, i

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AMENDMENT NO. 1 TO LETTER OF CREDIT AGREEMENT