SYNDICATED FACILITY AGREEMENT dated as of May 28, 2014 among CIVEO CORPORATION, CIVEO CANADA INC., CIVEO PREMIUM CAMP SERVICES LTD. and CIVEO PTY LIMITED, as Borrowers THE LENDERS NAMED HEREIN, ROYAL BANK OF CANADA, as Administrative Agent, U.S....Syndicated Facility Agreement • June 2nd, 2014 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • New York
THIS SYNDICATED FACILITY AGREEMENT dated as of May 28, 2014 (as amended, supplemented or modified from time to time, this “Agreement”), is among CIVEO CORPORATION, a Delaware corporation (the “U.S. Borrower”), CIVEO CANADA INC., a corporation amalgamated under the laws of the Province of Alberta (the “Canadian Parent”), CIVEO PREMIUM CAMP SERVICES LTD., a corporation amalgamated under the laws of the Province of Alberta (“Civeo Premium” and, together with the Canadian Parent, the “Canadian Borrowers”), CIVEO PTY LIMITED ACN 003 657 510, an Australian proprietary limited company (the “Australian Borrower” and, together with the U.S. Borrower and the Canadian Borrowers, the “Borrowers”), the Lenders (as defined in Article I), ROYAL BANK OF CANADA (“RBC”), as administrative agent (in such capacity, the “Administrative Agent”) for the U.S. Lenders, as U.S. collateral agent (in such capacity, the “U.S. Collateral Agent”) for the Lenders, as administrative agent (in such capacity, the “Canad
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN OIL STATES INTERNATIONAL, INC. AND CIVEO CORPORATION DATED AS OF MAY 27, 2014Employee Matters Agreement • June 2nd, 2014 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • Delaware
This EMPLOYEE MATTERS AGREEMENT, made and entered into effective as of May 27, 2014 (this “Agreement”), is by and between Oil States International, Inc., a Delaware corporation (“Oil States”), and Civeo Corporation, a Delaware corporation and wholly owned subsidiary of Oil States (“Civeo”). Oil States and Civeo are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
TRANSITION SERVICES AGREEMENT BY AND BETWEEN OIL STATES INTERNATIONAL, INC. AND CIVEO CORPORATION DATED AS OF MAY 27, 2014Transition Services Agreement • June 2nd, 2014 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • Delaware
This TRANSITION SERVICES AGREEMENT, made and entered into effective as of May 27, 2014 (this “Agreement”), is by and between Civeo Corporation, a Delaware corporation (“Civeo”), and Oil States International, Inc., a Delaware corporation (“Oil States”). Civeo and Oil States are sometimes referred to in this Agreement collectively as the “Parties” and individually as a “Party.” Capitalized terms used herein and not otherwise defined have the respective meanings assigned to them in the Separation and Distribution Agreement (as defined below).
SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • June 2nd, 2014 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, made and entered into effective as of May 27, 2014 (this “Agreement”), is by and between Oil States International, Inc., a Delaware corporation (“Oil States”), and Civeo Corporation, a Delaware corporation and wholly owned subsidiary of Oil States (“Civeo”). Capitalized terms used herein and not otherwise defined have the respective meanings assigned to them in Article I.
INDEMNIFICATION AND RELEASE AGREEMENT BY AND BETWEEN OIL STATES AND CIVEO CORPORATION DATED AS OF MAY 27, 2014Indemnification and Release Agreement • June 2nd, 2014 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • Delaware
This INDEMNIFICATION AND RELEASE AGREEMENT, made and entered into effective as of May 27, 2014 (this “Agreement”), is by and between Oil States International, Inc., a Delaware corporation (“Oil States”), and Civeo Corporation, a Delaware corporation and wholly owned subsidiary of Oil States (“Civeo”). Capitalized terms used herein and not otherwise defined have the respective meanings assigned to them in Article I or in the Separation and Distribution Agreement dated as of May 27, 2014 (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation and Distribution Agreement”).
TAX SHARING AGREEMENT BY AND BETWEEN OIL STATES INTERNATIONAL, INC. AND CIVEO CORPORATION DATED AS OF MAY 27, 2014Tax Sharing Agreement • June 2nd, 2014 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • Delaware
This TAX SHARING AGREEMENT, made and entered into effective as of May 27, 2014 (the “Agreement”), is by and between Oil States International, Inc., a Delaware corporation (“Oil States”), and Civeo Corporation, a Delaware corporation and wholly owned subsidiary of Oil States (“Civeo”). Each of Oil States and Civeo is sometimes referred to herein as a “Party” and, collectively, the “Parties.”
