FRANK'S INTERNATIONAL N.V. (Form: 10-K, Received: 02/25/2019 17:23:17)

Name of Grantor

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Amount

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

þ Annual Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2018

¨ Transition Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

For the transition period from ______ to ______

Commission file number: 001-36053

Frank’s International N.V.

(Exact name of registrant as specified in its charter)



	The Netherlands		98-1107145
	(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification number)

	Mastenmakersweg 1
	1786 PB Den Helder, the Netherlands		Not Applicable
	(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +31 (0)22 367 0000



	Securities registered pursuant to Section 12(b) of the Act:
	Title of each class		Name of exchange on which registered
	Common Stock, €0.01 par value		New York Stock Exchange
	Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	¨	Accelerated filer	þ	Non-accelerated filer	¨	Smaller reporting company	¨	Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ

As of June 30, 2018 , the aggregate market value of the common stock of the registrant held by non-affiliates of the registrant was approximately $585.1 million .

As of February 18, 2019 , there were 224,455,806 shares of common stock, €0.01 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement in connection with the 2019 Annual Meeting of Stockholders, to be filed no later than 120 days after the end of the fiscal year to which this Form 10-K relates, are incorporated by reference into Part III of this Form 10-K.



FRANK’S INTERNATIONAL N.V.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2018
TABLE OF CONTENTS

		Page
PART I

Item 1.	Business	4
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	30
Item 2.	Properties	30
Item 3.	Legal Proceedings	31
Item 4.	Mine Safety Disclosures	32

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and
	Issuer Purchases of Equity Securities	33
Item 6.	Selected Financial Data	35
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	50
Item 8.	Financial Statements and Supplementary Data	52
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	94
Item 9A.	Controls and Procedures	94
Item 9B.	Other Information	94

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	95
Item 11.	Executive Compensation	95
Item 12.	Security Ownership of Certain Beneficial Owners and Management and
	Related Stockholder Matters	95
Item 13.	Certain Relationships and Related Transactions, and Director Independence	95
Item 14.	Principal Accounting Fees and Services	95

PART IV

Item 15.	Exhibits and Financial Statement Schedules	96
Item 16.	Form 10–K Summary	100

Signatures		102

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (this “Form 10-K”) includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include those that express a belief, expectation or intention, as well as those that are not statements of historical fact. Forward-looking statements include information regarding our future plans and goals and our current expectations with respect to, among other things:


•	our business strategy and prospects for growth;


•	our cash flows and liquidity;


•	our financial strategy, budget, projections and operating results;


•	the amount, nature and timing of capital expenditures;


•	the availability and terms of capital;


•	competition and government regulations; and


•	general economic conditions.

Our forward-looking statements are generally accompanied by words such as “anticipate,” “believe,” “estimate,” “expect,” “goal,” “plan,” “potential,” “predict,” “project,” or other terms that convey the uncertainty of future events or outcomes, although not all forward-looking statements contain such identifying words. The forward-looking statements in this Form 10-K speak only as of the date of this report; we disclaim any obligation to update these statements unless required by law, and we caution you not to rely on them unduly. Forward-looking statements are not assurances of future performance and involve risks and uncertainties. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties include, but are not limited to, the following:


•	the level of activity in the oil and gas industry;


•	further or sustained declines in oil and gas prices, including those resulting from weak global demand;


•	the timing, magnitude, probability and/or sustainability of any oil and gas price recovery;


•	unique risks associated with our offshore operations;


•	political, economic and regulatory uncertainties in our international operations;


•	our ability to develop new technologies and products;


•	our ability to protect our intellectual property rights;


•	our ability to employ and retain skilled and qualified workers;


•	the level of competition in our industry;


•	operational safety laws and regulations;


•	international trade laws and sanctions;


•	weather conditions and natural disasters; and


•	policy changes domestically in the United States.

These and other important factors that could affect our operating results and performance are described in (1) Part I, Item 1A “Risk Factors” and in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K, and elsewhere within this Form 10-K, (2) our other reports and filings we make with the Securities and Exchange Commission (“SEC”) from time to time and (3) other announcements we make from time to time. Should one or more of the risks or uncertainties described in the documents above or in this Form 10-K occur, or should underlying assumptions prove incorrect, our actual results, performance, achievements or plans could differ materially from those expressed or implied in any forward-looking statements. All such forward-looking statements in the Form 10-K are expressly qualified in their entirety by the cautionary statements in this section.

PART I

Item 1. Business

General

Frank’s International N.V. (“FINV”) is a Netherlands limited liability company ( Naamloze Vennootschap ) and includes the activities of Frank’s International C.V. (“FICV”), Blackhawk Group Holdings, LLC (“Blackhawk”) and their wholly owned subsidiaries (either individually or together, as context requires, the “Company,” “we,” “us” and “our”). We were established in 1938 and are an industry-leading global provider of highly engineered tubular services, tubular fabrication and specialty well construction and well intervention solutions to the oil and gas industry. We provide our services and products to leading exploration and production companies in both offshore and onshore environments, with a focus on complex and technically demanding wells. We believe that we are one of the largest global providers of tubular services to the oil and gas industry.

Our Operations

Tubular services involve the handling and installation of multiple joints of pipe to establish a cased wellbore and the installation of smaller diameter pipe inside a cased wellbore to provide a conduit for produced oil and gas to reach the surface. The casing of a wellbore isolates the wellbore from the surrounding geologic formations and water table, provides well structure and pressure integrity, and allows well operators to target specific zones for production. Given the central role that our services play in the structural integrity, reliability and safety of a well, and the importance of efficient tubular services to managing the overall cost of a well, we believe that our role is vital to the process of producing oil and gas.

In addition to our services offerings, we design and manufacture certain products that we sell directly to external customers, including large outside diameter (“OD”) pipe connectors. We also provide specialized fabrication and welding services in support of deepwater projects in the U.S. Gulf of Mexico, including drilling and production risers, flowlines and pipeline end terminations, as well as long-length tubulars (up to 300 feet in length) for use as caissons or pilings. Finally, we distribute large OD pipe manufactured by third parties, and generally maintain an inventory of this pipe in order to support our pipe sales and distribution operations.

On November 1, 2016, we completed our acquisition of Blackhawk, the ultimate parent company of Blackhawk Specialty Tools, LLC, a leading provider of well construction and well intervention services and products. The acquisition of this new segment allowed us to combine Blackhawk’s cementing tool expertise and well intervention services with our global tubular services to offer our customers an integrated well construction solution across land, shelf and deepwater.

We offer our tubular services, tubular sales, and other well construction and well intervention services and products through our four operating segments: (1) International Services, (2) U.S. Services, (3) Tubular Sales and (4) Blackhawk, each of which is described in more detail in “Description of Business Segments.” The table below shows our consolidated revenue and each segment’s revenue and percentage of consolidated revenue for the periods indicated (revenue in thousands):



	Year Ended December 31,
	2018			2017				2016
	Revenue		Percent	Revenue		Percent		Revenue		Percent

International Services	$	222,992	42.6%	$	206,746	45.5	%	$	237,207	48.7	%
U.S. Services	148,941		28.5%	118,815		26.1	%	152,827		31.3	%
Tubular Sales	61,415		11.8%	58,210		12.8	%	87,515		18.0	%
Blackhawk ⁽¹⁾	89,145		17.1%	71,024		15.6	%	9,982		2.0	%
Total	$	522,493	100.0%	$	454,795	100.0	%	$	487,531	100.0	%

⁽¹⁾ We purchased Blackhawk in November 2016, which resulted in the creation of a new segment. As such, 2016 revenues are for the two months ended December 31, 2016.

Our Corporate Structure

We are a publicly traded company on the New York Stock Exchange (“NYSE”). As part of our initial public offering (“IPO”) in August 2013, we issued 52,976,000 shares of our Series A convertible preferred stock (the “Preferred Stock”) and a 25.7% limited partnership interest in FICV, our subsidiary, to Mosing Holdings, LLC (“Mosing Holdings”), a Delaware limited liability company and affiliate of the Company with Mosing family entities as its shareholders. Under our Amended Articles of Association in effect at time of the IPO, upon the written election of Mosing Holdings, each Preferred Share, together with a unit in FICV, our subsidiary, was convertible into a share of our common stock on a one-for-one basis.

On August 19, 2016, we received notice from Mosing Holdings exercising its right to exchange (the “Exchange Right”) for an equivalent number of each of the following securities for common shares: (i) 52,976,000 Preferred Shares and (ii) 52,976,000 units in FICV. We issued 52,976,000 common shares to Mosing Holdings on August 26, 2016. As a result, there are no remaining issued Preferred Shares and Mosing Holdings no longer has a minority interest holding in FICV. As of February 18, 2019 , the Mosing family collectively owns approximately 62% of our common shares.

Description of Business Segments

International Services

The International Services segment provides tubular services in international offshore markets and in several onshore international regions in approximately 50 countries on six continents. Our customers in these international markets are primarily large exploration and production companies, including integrated oil and gas companies and national oil and gas companies, and other oilfield services companies.

U.S. Services

The U.S. Services segment provides tubular services in the active onshore oil and gas drilling regions in the U.S., including the Permian Basin, Eagle Ford Shale, Haynesville Shale, Marcellus/Utica Shale, Niobrara Shale, Woodford Shale, Green River Basin and Uintah Basin, as well as in the U.S. Gulf of Mexico.

Tubular Sales

The Tubular Sales segment designs, manufactures and distributes large OD pipe, connectors and casing attachments and sells large OD pipe originally manufactured by various pipe mills. We also provide specialized fabrication and welding services in support of offshore projects, including drilling and production risers, flowlines and pipeline end terminations, as well as long-length tubulars (up to 300 feet in length) for use as caissons or pilings. This segment also designs and manufactures proprietary equipment for use in our International Services and U.S. Services segments.

Blackhawk

The Blackhawk segment provides well construction and well intervention services and products, in addition to cementing tool expertise, in the U.S. and Mexican Gulf of Mexico, onshore U.S. and other select international locations. Blackhawk’s customer base consists primarily of major and independent oil and gas companies as well as other oilfield services companies.

Suppliers and Raw Materials

We acquire component parts, products and raw materials from suppliers, including foundries, forge shops, and original equipment manufacturers. The prices we pay for our raw materials may be affected by, among other things, energy, steel and other commodity prices, tariffs and duties on imported materials and foreign currency exchange rates. Certain of our product lines (primarily pipe) are only available from a limited number of suppliers (primarily in the Tubular Sales segment).

Our ability to source low cost raw materials and components, such as steel castings and forgings, is critical to our ability to manufacture our casing products competitively and, in turn, our ability to provide onshore and offshore casing services. In order to purchase raw materials and components in a cost effective manner, we have developed a broad international

sourcing capability and we maintain quality assurance and testing programs to analyze and test these raw materials and components.

Patents

We currently hold multiple U.S. and international patents and have a number of pending patent applications. Although in the aggregate our patents and licenses are important to us, we do not regard any single patent or license as critical or essential to our business as a whole.

Seasonality

A substantial portion of our business is not significantly impacted by changing seasons. We can be impacted by hurricanes, ocean currents, winter storms and other disruptions.

Customers

Our customers consist primarily of oil and gas exploration and production companies, both domestic and international, including major and independent companies, national oil companies and, on occasion, other service companies that have contractual obligations to provide casing and handling services or comparable services. Demand for our services depends primarily upon the capital spending of oil and gas companies and the level of drilling activity in the U.S. and internationally. We do not believe the loss of any of our individual customers would have a material adverse effect on our business. No single customer accounted for more than 10% of our revenue for the year ended December 31, 2018. In 2017 and 2016, one customer accounted for 10% and 13% of our revenues, respectively. For both years, all four of our segments generated revenue from this customer.

Competition

The markets in which we operate are competitive. We compete with a number of companies, some of which have financial and other resources greater than ours. The principal competitive factors in our markets are the quality, price and availability of products and services and a company’s responsiveness to customer needs and its reputation for safety. In general, we face a larger number of smaller, more regionally-specific competitors in the U.S. onshore market as compared to offshore markets, where larger competitors dominate.

We believe several factors give us a strong competitive position. In particular, we believe our products and services in each segment fulfill our customer’s requirements for international capability, availability of tools, range of services provided, intellectual property, technological sophistication, quality assurance systems and availability of equipment, along with reputation and safety record. We seek to differentiate ourselves from our competitors by providing a rapid response to the needs of our customers, a high level of customer service and innovative product development initiatives. Although we have no single competitor across all of our product lines, we believe that Weatherford International represents our most direct competitor across our segments for providing tubular services, specialty well construction and well intervention services and products on an aggregate, global basis.

Market Environment

Despite recent headwinds, in 2019 we expect to see increased customer spending globally on oil and natural gas exploration and production in response to the continued stabilization of commodity prices. Much of the anticipated increase in spending will continue to be associated with U.S. onshore projects, although we anticipate the rate of spending outside of U.S. onshore to increase in 2019. Activity in the deep and ultra-deep offshore markets is expected to see some modest improvement in 2019, and pricing of newly sanctioned projects is estimated to be marginally higher than recent trends. In many international offshore shelf markets, we are seeing increased activity as operators are increasingly seeing improved economics at current commodity prices. In response, we will continue our efforts to expand products and services historically weighted to the U.S. market to international markets, reducing costs through operational efficiency gains and prioritizing projects that improve market share and profitability.

Inventories and Working Capital

An important consideration for many of our customers in selecting a vendor is timely availability of the product or service. Often customers will pay a premium for earlier or immediate availability because of the cost of delays in critical operations. This availability is especially critical for our proprietary products, causing us to carry inventories for these products. For critical capital items for which demand is expected to be strong, we often build certain items before we have a firm order. Having such goods available on short notice can be of great value to our customers.

Inventories are required to be stated at the lower of cost or net realizable value. During 2017, we recorded an impairment of $51.2 million related to a lower of cost or net realizable value adjustment for our pipe and connectors inventory, which is included in the financial statement line item severance and other charges (credits), net on our consolidated statements of operations. The factors that led to this impairment included new technology (external and internal), oil and gas prices below levels necessary for our customers to sanction a significant amount of new offshore projects in the near-term and a change in customers’ preferences for newer technologies, all of which significantly impacted the net realizable value of our connectors inventory.

Environmental, Occupational Health and Safety Regulation

Our operations are subject to numerous stringent and complex laws and regulations governing the emission and discharge of materials into the environment, occupational health and safety aspects of our operations, or otherwise relating to environmental protection. Failure to comply with these laws or regulations or to obtain or comply with permits may result in the assessment of administrative, civil and criminal penalties, imposition of remedial or corrective action requirements, and the imposition of orders or injunctions to prohibit or restrict certain activities or force future compliance.

Numerous governmental authorities, such as the U.S. Environmental Protection Agency (“EPA”), analogous state agencies and, in certain circumstances, citizens’ groups, have the power to enforce compliance with these laws and regulations and the permits issued under them. Certain environmental laws may impose joint and several liability, without regard to fault or the legality of the original conduct, on classes of persons who are considered to be responsible for the release of a hazardous substance into the environment. The trend in environmental regulation has been to impose increasingly stringent restrictions and limitations on activities that may impact the environment, and thus, any changes in environmental laws and regulations or in enforcement policies that result in more stringent and costly waste handling, storage, transport, disposal, or remediation requirements could have a material adverse effect on our operations and financial position. Moreover, accidental releases or spills of regulated substances may occur in the course of our operations, and we cannot assure that we will not incur significant costs and liabilities as a result of such releases or spills, including any third-party claims for damage to property, natural resources or persons.

The following is a summary of the more significant existing environmental, health and safety laws and regulations to which our business operations are subject and for which compliance could have a material adverse impact on our capital expenditures, results of operations or financial position.

Hazardous Substances and Waste

The Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes, regulate the generation, transportation, treatment, storage, disposal and cleanup of hazardous and non-hazardous wastes. Under the auspices of the EPA, the individual states administer some or all of the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements. We are required to manage the transportation, storage and disposal of hazardous and non-hazardous wastes in compliance with RCRA. Certain petroleum exploration and production wastes are excluded from RCRA’s hazardous waste regulations. However, it is possible that these wastes will in the future be designated as hazardous wastes and therefore be subject to more rigorous and costly disposal requirements. For example, in December 2016, the EPA and environmental groups entered into a consent decree to address EPA’s alleged failure to timely assess its RCRA

Subtitle D criteria regulations exempting certain exploration and production related oil and gas wastes from regulation as hazardous wastes. The consent decree requires EPA to propose a rulemaking no later than March 15, 2019 for any revisions relating to oil and gas wastes or to sign a determination that revision of the regulations is not necessary. Any such changes in the laws and regulations could have a material adverse effect on our operating expenses or the operating expenses of our customers, which could result in decreased demand for our services.

The Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), also known as the Superfund law, imposes joint and several liability, without regard to fault or legality of conduct, on classes of persons who are considered to be responsible for the release of a hazardous substance into the environment. These persons include the owner or operator of the site where the release occurred, and anyone who disposed or arranged for the disposal of a hazardous substance released at the site. We currently own, lease, or operate numerous properties that have been used for manufacturing and other operations for many years. We also contract with waste removal services and landfills. These properties and the substances disposed or released on them may be subject to CERCLA, RCRA and analogous state laws. Under such laws, we could be required to remove previously disposed substances and wastes, remediate contaminated property, or perform remedial operations to prevent future contamination. In addition, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances released into the environment.

Water Discharges

The Federal Water Pollution Control Act (the “Clean Water Act”) and analogous state laws impose restrictions and strict controls with respect to the discharge of pollutants, including spills and leaks of oil and other substances, into waters of the United States. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. A responsible party includes the owner or operator of a facility from which a discharge occurs. Previously, in 2015, the EPA and the U.S. Army Corps of Engineers finalized a rule that would significantly expand the scope of the Clean Water Act’s jurisdictional, potential expanding the areas that would require permits prior to commencing construction or exploration and production activities. This rule has the potential to adversely affect our U.S. customers, which in turn could decrease demand for our services. However, in December 2018 the EPA proposed several legal challenges to the rule followed, along with attempts to stay implementation following the change in presidential administration. Currently, the rule is being implemented in 22 states but is enjoined in 28 states. Recently, in December 2018, the EPA and the Corps proposed a replacement rule that provides for more limited Clean Water Act Jurisdiction. Several groups have already announced their intentions to challenge the proposed rule. Therefore, the scope of jurisdiction under the Clean Water Act is uncertain at this time. The Clean Water Act and analogous state laws provide for administrative, civil and criminal penalties for unauthorized discharges and, together with the Oil Pollution Act of 1990, impose rigorous requirements for spill prevention and response planning, as well as substantial potential liability for the costs of removal, remediation, and damages in connection with any unauthorized discharges. Pursuant to these laws and regulations, we may be required to obtain and maintain approvals or permits for the discharge of wastewater or storm water from our operations and may be required to develop and implement spill prevention, control and countermeasure plans, also referred to as “SPCC plans,” in connection with on-site storage of significant quantities of oil, including refined petroleum products.

Air Emissions

The federal Clean Air Act and comparable state laws regulate emissions of various air pollutants through air emissions permitting programs and the imposition of other emission control requirements. In addition, the EPA has developed, and continues to develop, stringent regulations governing emissions of toxic air pollutants at specified sources. Non-compliance with air permits or other requirements of the federal Clean Air Act and associated state laws and regulations can result in the imposition of administrative, civil and criminal penalties, as well as the issuance of orders or injunctions limiting or prohibiting non-compliant operations. Over the next several years, we may be required to incur certain capital expenditures for air pollution control equipment or other air emissions related issues. For example, in October 2015, the EPA lowered the National Ambient Air Quality Standard, or NAAQS, for ozone from 75 to 70 parts per billion and completed attainment/nonattainment designation in July 2018. State implementation of the revised NAAQS could result in stricter air emissions permitting requirements, delay or prohibit our ability to obtain such permits, and result in increased expenditures for pollution control equipment, the costs of which could be significant. We do not believe that any of our operations are subject to the federal Clean Air Act permitting or regulatory requirements for major sources of air emissions, but some of our facilities

could be subject to state “minor source” air permitting requirements and other state regulatory requirements applicable to air emissions, such as source registration and recordkeeping requirements.

Climate Change

The EPA has determined that emissions of carbon dioxide, methane and other “greenhouse gases” present an endangerment to public health and the environment because emissions of such gases are contributing to warming of the Earth’s atmosphere and other climatic changes. Based on these findings, the EPA has begun adopting and implementing regulations to restrict emissions of greenhouse gases under existing provisions of the federal Clean Air Act. The EPA has proposed various measures regulating the emission of greenhouse gases, including proposed performance standards for new and existing power plants, and pre-construction and operating permit requirements for certain large stationary sources already subject to the Clean Air Act. Many of these actions are currently subject to legal challenge and we cannot predict what the final scope of federal greenhouse gas regulations may be or the costs that our operations or the operations of our customers may incur as a result of such regulations. The EPA has also adopted rules requiring the reporting of greenhouse gas emissions from specified large greenhouse gas emission sources in the United States, as well as onshore and offshore oil and gas production facilities, on an annual basis.

The EPA had previously finalized standards in June 2016 designed to reduce methane emissions from certain oil and gas facilities by installing additional pollution controls and requiring enhanced leak detection and repair programs. In June 2017, the EPA published a proposed rule to stay portions of these 2016 standards for two years and reconsider the entirety of the 2016 standards, but in July 2017, the U.S. Court of Appeals for the District of Columbia Circuit ruled that such a stay was unlawful. In September 2018, the EPA proposed amendments to the 2016 standards that would relax the rule’s fugitive emissions monitoring requirements and expand exceptions to pneumatic pump requirements, among other changes. Various industry and environmental groups separately challenged the original and amended methane requirements and the EPA’s attempts to delay implementation of the rules. In addition, in April 2018, several states filed a lawsuit that seeks to compel the EPA to issue methane performance standards for existing sources in the oil and natural gas source category. These methane rules, to the extent implemented, have the potential to impose significant costs on our customers. Moreover, as a result of the developments described above, substantial uncertainty exists with respect to implementation of the EPA’s 2016 methane rule. However, given the long-term trend toward increasing regulation, future federal greenhouse regulations of the oil and gas industry remain a possibility, and several states have separately imposed their own regulations on methane emissions from oil and gas production activities.

While the U.S. Congress has yet to adopt legislation to reduce emissions of greenhouse gases, many of the states have already taken legal measures to reduce emissions of greenhouse gases. For example, the state of California has adopted a “cap and trade program” that requires major sources of greenhouse gas emissions to acquire and surrender emission allowances. The number of allowances available for purchase is reduced each year in an effort to achieve the overall greenhouse gas emission reduction goal. On an international level, the United States is one of almost 200 nations that, in December 2015, agreed to an international climate change agreement in Paris, France, that calls for countries to set their own greenhouse gas emissions targets and be transparent about the measures each country will use to achieve its greenhouse gas emissions targets (“Paris Agreement”). The Paris Agreement was signed by the United States in April 2016 and entered into force on November 4, 2016; however, the Paris Agreement does not impose any binding obligations on its participants. In August 2017, the U.S. Department of State officially informed the United Nations of the United States’ intent to withdraw from the Paris Agreement. The Paris Agreement provides for a four-year exit process beginning when it took effect in November 2016, which would result in an effective exit date of November 2020. The United States’ adherence to the exit process and/or the terms on which the United States may reenter the Paris Agreement or a separately negotiated agreement are unclear at this time.

The adoption of legislation or regulatory programs in the U.S. or abroad designed to reduce emissions of greenhouse gases could require us or our customers to incur increased operating costs, such as costs to purchase and operate emissions control systems, to acquire emissions allowances, pay carbon taxes, or comply with new regulatory or reporting requirements. Also, new legislation or regulatory programs related to the control of greenhouse gas emissions could encourage the use of alternative fuels or otherwise increase the cost of consuming, and thereby reduce demand for, the oil and gas produced by our customers. Consequently, legislation and regulatory programs to reduce emissions of greenhouse gases could have an adverse effect on our business, financial condition and results of operations.

Recently, activists concerned about the potential effects of climate change have directed their attention at sources of funding for energy companies, which has resulted in certain financial institutions, funds and other sources of capital restricting or eliminating or reducing their investment in oil and natural gas activities. Ultimately, this could make it more difficult to secure funding for exploration, development, production, and acquisition activities, which in turn could decrease demand for our services and products and adversely affect our business and results of operations. Shareholder activists have also put forth proposals directly to energy companies that, if successful, could require such companies to adopt carbon emission reduction targets or otherwise shift their operations away from less carbon intensive activities. Notwithstanding potential risks related to climate change, the International Energy Agency estimates that global energy demand will continue to rise and will not peak until after 2040 and that oil and gas will continue to represent a substantial percentage of global energy use over that time. Finally, it should be noted that some scientists have concluded that increasing concentrations of greenhouse gases in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, and floods and other extreme weather events. Offshore operations are particularly susceptible to damage from extreme weather events. If any of the potential effects of climate change were to occur, they could have an adverse effect on our business, financial condition and results of operations.

Hydraulic Fracturing

Hydraulic fracturing is an important and common practice in the oil and gas industry. The process involves the injection of water, sand and chemicals under pressure into a formation to fracture the surrounding rock and stimulate production of hydrocarbons. While we may provide supporting products through Blackhawk, we do not perform hydraulic fracturing, but many of our onshore customers utilize this technique. Certain environmental advocacy groups and regulatory agencies have suggested that additional federal, state and local laws and regulations may be needed to more closely regulate the hydraulic fracturing process, and have made claims that hydraulic fracturing techniques are harmful to surface water and drinking water resources and may cause earthquakes. Various governmental entities (within and outside the United States) are in the process of studying, restricting, regulating or preparing to regulate hydraulic fracturing, directly or indirectly. For example, the EPA has already begun to regulate certain hydraulic fracturing operations involving diesel under the Underground Injection Control program of the federal Safe Drinking Water Act. In December 2016, the EPA released its final report on the potential impacts of hydraulic fracturing on drinking water resources, which concluded “water cycle” activities associated with hydraulic fracturing may impact drinking water sources “under some circumstances,” noting that the following hydraulic fracturing water cycle activities and local - or regional - scale factors are more likely than others to result in more frequent or more severe impacts: water withdrawals for fracturing in times or areas of low water availability; surface spills during the management of fracturing fluids, chemicals or produced water; injection of fracturing fluids into wells with inadequate mechanical integrity; injection of fracturing fluids directly into groundwater resources; discharge of inadequately treated fracturing wastewater to surface waters; and disposal or storage of fracturing wastewater in unlined pits. Based on the report’s findings, additional regulation of hydraulic fracturing by the EPA appears unlikely at this time. However, states and local governments may also seek to limit hydraulic fracturing activities through time, place, and manner restrictions on operations or ban the process altogether. The adoption of legislation or regulatory programs that restrict hydraulic fracturing could adversely affect, reduce or delay well drilling and completion activities, increase the cost of drilling and production, and thereby reduce demand for our services.

Employee Health and Safety

We are subject to a number of federal and state laws and regulations, including the Occupational Safety and Health Act (“OSHA”) and comparable state statutes, establishing requirements to protect the health and safety of workers. In addition, the OSHA hazard communication standard, the EPA community right-to-know regulations under Title III of the federal Superfund Amendment and Reauthorization Act and comparable state statutes require that information be maintained concerning hazardous materials used or produced in our operations and that this information be provided to employees, state and local government authorities and the public. Substantial fines and penalties can be imposed and orders or injunctions limiting or prohibiting certain operations may be issued in connection with any failure to comply with laws and regulations relating to worker health and safety.

We also operate in non-U.S. jurisdictions, which may impose similar legal requirements. We do not believe that compliance with existing environmental laws and regulations will have a material adverse impact on us. However, we also believe that it is reasonably likely that the trend in environmental legislation and regulation will continue toward stricter standards and, thus, we cannot give any assurance that we will not be adversely affected in the future.

Operating Risk and Insurance

We maintain insurance coverage of types and amounts that we believe to be customary and reasonable for companies of our size and with similar operations. In accordance with industry practice, however, we do not maintain insurance coverage against all of the operating risks to which our business is exposed. Therefore, there is a risk our insurance program may not be sufficient to cover any particular loss or all losses.

Currently, our insurance program includes, among other things, general liability, umbrella liability, sudden and accidental pollution, personal property, vehicle, workers’ compensation, and employer’s liability coverage. Our insurance includes various limits and deductibles or retentions, which must be met prior to or in conjunction with recovery.

Employees

At December 31, 2018 , we had approximately 3,100 employees worldwide. We are a party to collective bargaining agreements or other similar arrangements in certain international areas in which we operate, such as Brazil, Asia Pacific, Africa and Europe. We consider our relations with our employees to be satisfactory.

Available Information

Our principal executive offices are located at Mastenmakersweg 1, 1786 PB Den Helder, the Netherlands, and our telephone number at that address is +31 (0)22 367 0000. Our primary U.S. offices are located at 10260 Westheimer Rd., Houston, Texas 77042, and our telephone number at that address is (281) 966-7300. Our website address is www.franksinternational.com , and we make available free of charge through our website our Annual Reports on Form 10-K, Proxy Statements, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports, as soon as reasonably practicable after such materials are electronically filed with or furnished to the SEC. Our website also includes general information about us, including our Corporate Code of Business Conduct and Ethics, Financial Code of Ethics, Corporate Governance Guidelines, Whistleblower Policy and charters for the Audit Committee, Compensation Committee and Nominating and Governance Committee of our Board of Supervisory Directors. We may from time to time provide important disclosures to investors by posting them in the investor relations section of our website, as allowed by SEC rules. Also, it is our intention to provide disclosure of amendments and waivers by website posting. Information on our website or any other website is not incorporated by reference herein and does not constitute a part of this report.

Our common stock is traded on the NYSE under the symbol (“FI”).

Item 1A. Risk Factors

Risks Related to Our Business

You should carefully consider the risks described below together with the other information contained in this Form 10-K. Realization of any of the following risks could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Our business depends on the level of activity in the oil and gas industry, which is significantly affected by oil and gas prices and other factors.

Our business depends on the level of activity in oil and gas exploration, development and production in market sectors worldwide. Oil and gas prices and market expectations of potential changes in these prices significantly affect this level of activity. However, higher commodity prices do not necessarily translate into increased drilling or well construction and completion activity, since customers’ expectations of future commodity prices typically drive demand for our services. The availability of quality drilling prospects, exploration success, relative production costs, the stage of reservoir development and political and regulatory environments also affect the demand for our services. Worldwide military, political and economic events have in the past contributed to oil and gas price volatility and are likely to do so in the future. The demand for our products and services may be affected by numerous factors, including:


•	the level of worldwide oil and gas exploration and production;


•	the cost of exploring for, producing and delivering oil and gas;


•	demand for energy, which is affected by worldwide economic activity and population growth;


•	the level of excess production capacity;


•	the discovery rate of new oil and gas reserves;


•	the ability of the Organization of the Petroleum Exporting Countries (“OPEC”) to set and maintain production levels for oil;


•	the level of production by non-OPEC countries;


•	U.S. and global political and economic uncertainty, socio-political unrest and instability or hostilities;


•	demand for, availability of and technological viability of, alternative sources of energy; and


•	technological advances affecting energy exploration, production, transportation and consumption.

Demand for our offshore services substantially depends on the level of activity in offshore oil and gas exploration, development and production. The level of offshore activity is historically cyclical and characterized by large fluctuations in response to relatively minor changes in a variety of factors, including oil and gas prices, which could have a material adverse effect on our business, financial condition and results of operations.

A significant amount of our U.S. onshore business is focused on unconventional shale resource plays. The demand for those services is substantially affected by oil and gas prices and market expectations of potential changes in these prices. If commodity prices go below a certain threshold for an extended period of time, demand for our services and products in the U.S. onshore market could be reduced, which could have a material adverse effect on our business, financial condition and results of operations.

Oil and gas prices are extremely volatile and have fluctuated during the year ended December 31, 2018 , with average daily prices for New York Mercantile Exchange West Texas Intermediate ranging from a low of approximately $44/Bbl in December 2018 to a high of approximately $77/Bbl in June 2018 . Any actual or anticipated reduction in oil or gas prices may reduce the level of exploration, drilling and production activities. Prolonged lower oil prices have resulted in softer demand for our products and services. Further, we have reduced pricing in some of our customer contracts in light of the volatility of the oil and gas market.

Furthermore, the oil and gas industry has historically experienced periodic downturns, which have been characterized by reduced demand for oilfield products and services and downward pressure on the prices we charge. A significant downturn in the oil and gas industry has adversely affected the demand for oilfield services and our business, financial condition and results of operations.

The recent downturn in the oil and gas industry has negatively affected and will likely continue to affect our ability to accurately predict customer demand, causing us to potentially hold excess or obsolete inventory and experience a reduction in gross margins and financial results.

We cannot accurately predict what or how many products our customers will need in the future. Orders are placed with our suppliers based on forecasts of customer demand and, in some instances, we may establish buffer inventories to accommodate anticipated demand. Our forecasts of customer demand are based on multiple assumptions, each of which may introduce errors into the estimates. In addition, many of our suppliers, such as those for certain of our standardized valves, require a longer lead time to provide products than our customers demand for delivery of our finished products. If we overestimate customer demand, we may allocate resources to the purchase of material or manufactured products that we may not be able to sell when we expect to, if at all. As a result, we would hold excess or obsolete inventory, which would reduce gross margin and adversely affect financial results. Conversely, if we underestimate customer demand or if insufficient manufacturing capacity is available, we would miss revenue opportunities and potentially lose market share and damage our customer relationships. In addition, any future significant cancellations or deferrals of product orders or the return of previously sold products could materially and adversely affect profit margins, increase product obsolescence and restrict our ability to fund our operations.

Physical dangers are inherent in our operations and may expose us to significant potential losses. Personnel and property may be harmed during the process of drilling for oil and gas.

Drilling for and producing oil and gas, and the associated services that we provide, include inherent dangers that may lead to property damage, personal injury, death or the discharge of hazardous materials into the environment. Many of these events are outside our control. Typically, we provide services at a well site where our personnel and equipment are located together with personnel and equipment of our customers and third parties, such as other service providers. At many sites, we depend on other companies and personnel to conduct drilling operations in accordance with applicable environmental laws and regulations and appropriate safety standards. From time to time, personnel are injured or equipment or property is damaged or destroyed as a result of accidents, failed equipment, faulty products or services, failure of safety measures, uncontained formation pressures, or other dangers inherent in drilling for oil and gas. Often, our services are deployed on more challenging prospects, particularly deepwater offshore drilling sites, where the occurrence of the types of events mentioned above can have an even more catastrophic impact on people, equipment and the environment. Such events may expose us to significant potential losses, which could adversely affect our business, financial condition and results of operations.

We are vulnerable to risks associated with our offshore operations that could negatively impact our business, financial condition and results of operations.

We conduct offshore operations in the U.S. Gulf of Mexico and almost every significant international offshore market, including Africa, the Middle East, Latin America, Europe, the Asia Pacific region and several other producing regions. Our operations and financial results could be significantly impacted by conditions in some of these areas because we are vulnerable to certain unique risks associated with operating offshore, including those relating to:


•	hurricanes, ocean currents and other adverse weather conditions;


•	terrorist attacks, such as piracy;


•	failure of offshore equipment and facilities;


•	local and international political and economic conditions and policies and regulations related to offshore drilling;


•	unavailability of offshore drilling rigs in the markets that we operate;


•	the cost of offshore exploration for, and production and transportation of, oil and gas;


•	successful exploration for, and production and transportation of, oil and gas from onshore sources;


•	the availability and rate of discovery of new oil and gas reserves in offshore areas;


•	the availability of infrastructure to support oil and gas operations; and


•	the ability of oil and gas companies to generate or otherwise obtain funds for exploration and production.

While the impact of these factors is difficult to predict, any one or more of these factors could adversely affect our business, financial condition and results of operations.

Our international operations and revenue expose us to political, economic and other uncertainties inherent to international business.

We have substantial international operations, and we intend to grow those operations further. For the years ended December 31, 2018 , 2017 and 2016 , international operations accounted for approximately 46%, 46% and 49%, respectively, of our revenue. Our international operations are subject to a number of risks inherent in any business operating in foreign countries, including, but not limited to, the following:


•	political, social and economic instability;


•	potential expropriation, seizure or nationalization of assets;


•	deprivation of contract rights;


•	increased operating costs;


•	inability to collect revenues due to shortages of convertible currency;


•	unwillingness of foreign governments to make new onshore and offshore areas available for drilling;


•	civil unrest and protests, strikes, acts of terrorism, war or other armed conflict;


•	import/export quotas;


•	confiscatory taxation or other adverse tax policies;


•	continued application of foreign tax treaties;


•	currency exchange controls;


•	currency exchange rate fluctuations and devaluations;


•	restrictions on the repatriation of funds; and


•	other forms of government regulation which are beyond our control.

Instability and disruptions in the political, regulatory, economic and social conditions of the foreign countries in which we conduct business, including economically and politically volatile areas such as Africa, the Middle East, Latin America and the Asia Pacific region, could cause or contribute to factors that could have an adverse effect on the demand for the products and services we provide. Worldwide political, economic, and military events have contributed to oil and gas price volatility and are likely to continue to do so in the future. Depending on the market prices of oil and gas, oil and gas exploration and development companies may cancel or curtail their drilling programs, thereby reducing demand for our services.

While the impact of these factors is difficult to predict, any one or more of these factors could adversely affect our business, financial condition and results of operations.

To compete in our industry, we must continue to develop new technologies and products to support our operations, secure and maintain patents related to our current and new technologies and products and protect and enforce our intellectual property rights.

The markets for our services and products are characterized by continual technological developments. While we believe that the proprietary products we have developed provide us with technological advances in providing services to our customers, substantial improvements in the scope and quality of the products in the market we operate may occur over a short period of time. In addition, alternative products and services may be developed which may compete with or displace our products and services. If we are not able to develop commercially competitive products in a timely manner in response, our ability to service our customers’ demands may be adversely affected. Our future ability to develop new products in order to support our services depends on our ability to design and produce products that allow us to meet the needs of our customers and third parties on an integrated basis, and obtain and maintain patent protection.

We may encounter resource constraints, technical barriers, or other difficulties that would delay introduction of new services and related products in the future. Our competitors may introduce new products or obtain patents before we do and achieve a competitive advantage. Additionally, the time and expense invested in product development may not result in commercial applications.

We currently hold multiple U.S. and international patents and have multiple pending patent applications for products and processes. Patent rights give the owner of a patent the right to exclude third parties from making, using, selling, and offering for sale the inventions claimed in the patents in the applicable country. Patent rights do not necessarily grant the owner of a patent the right to practice the invention claimed in a patent, but merely the right to exclude others from practicing the invention claimed in the patent. It may also be possible for a third party to design around our patents. Furthermore, patent rights have strict territorial limits. Some of our work will be conducted in international waters and would, therefore, not fall within the scope of any country’s patent jurisdiction. We may not be able to enforce our patents against infringement occurring in international waters and other “non-covered” territories. Also, we do not have patents in every jurisdiction in which we conduct business and our patent portfolio will not protect all aspects of our business and may relate to obsolete or unusual methods, which would not prevent third parties from entering the same market.

We attempt to limit access to and distribution of our technology and trade secrets by customarily entering into confidentiality agreements with our employees, customers and potential customers and suppliers. However, our rights in our confidential information, trade secrets, and confidential know-how will not prevent third parties from independently developing similar information. Publicly available information (for example, information in expired issued patents, published patent applications, and scientific literature) can also be used by third parties to independently develop technology. We cannot provide assurance that this independently developed technology will not be equivalent or superior to our proprietary technology.

In addition, we may become involved in legal proceedings from time to time to protect and enforce our intellectual property rights. Third parties from time to time may initiate litigation against us by asserting that the conduct of our business infringes, misappropriates or otherwise violates intellectual property rights. We may not prevail in any such legal proceedings related to such claims, and our products and services may be found to infringe, impair, misappropriate, dilute or otherwise violate the intellectual property rights of others. Any legal proceeding concerning intellectual property could be protracted and costly and is inherently unpredictable and could have a material adverse effect on our business, regardless of its outcome. Further, our intellectual property rights may not have the value that management believes them to have and such value may change over time as we and others develop new product designs and improvements.

Our operations may be adversely affected by various laws and regulations in countries in which we operate relating to the equipment and operation of drilling units, oil and gas exploration and development, as well as import and export activities.

Governments in some foreign countries have been increasingly active in regulating and controlling the ownership of concessions and companies holding concessions, the exploration for oil and gas and other aspects of the oil and gas industries in their countries, including local content requirements for participating in tenders for certain tubular and well construction services. We operate in several of these countries, including Angola, Nigeria, Indonesia, Malaysia, Brazil and Canada. Many governments favor or effectively require that contracts be awarded to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. These practices may result in inefficiencies or put us at a disadvantage when we bid for contracts against local competitors.

In addition, the shipment of goods, services and technology across international borders subjects us to extensive trade laws and regulations. Our import and export activities are governed by unique customs laws and regulations in each of the countries where we operate. Moreover, many countries control the import and export of certain goods, services and technology and impose related import and export recordkeeping and reporting obligations. Governments also may impose economic sanctions against certain countries, persons and other entities that may restrict or prohibit transactions involving such countries, persons and entities, and we are also subject to the U.S. anti-boycott law. In addition, certain anti-dumping regulations in the U.S. and other countries in which we operate may prohibit us from purchasing pipe from certain suppliers.

The laws and regulations concerning import and export activity, recordkeeping and reporting, import and export control and economic sanctions are complex and constantly changing. These laws and regulations may be enacted, amended, enforced or interpreted in a manner materially impacting our operations. An economic downturn may increase some foreign governments’ efforts to enact, enforce, amend or interpret laws and regulations as a method to increase revenue. Materials that we import can be delayed and denied for varying reasons, some of which are outside our control and some of which may result from failure to comply with existing legal and regulatory regimes. Shipping delays or denials could cause unscheduled operational downtime. Any failure to comply with these applicable legal and regulatory obligations also could result in criminal and civil penalties and sanctions, such as fines, imprisonment, debarment from government contracts, seizure of shipments and loss of import and export privileges.

We may be exposed to unforeseen risks in our services and product manufacturing, which could adversely affect our results of operations.

We operate a number of manufacturing facilities to support our operations. In addition, we also manufacture certain products, including large OD pipe connectors and cementing products that we sell directly to external customers. The equipment and management systems necessary for such operations may break down, perform poorly or fail, resulting in fluctuations in manufacturing efficiencies. Additionally, some of our U.S. onshore business may be conducted under fixed

price or “turnkey” contracts. Under fixed price contracts, we agree to perform a defined scope of work for a fixed price. Prices for these contracts are based largely upon estimates and assumptions relating to project scope and specifications, personnel and material needs.

Fluctuations in our manufacturing process and inaccurate estimates and assumptions used in our projects may occur due to factors out of our control, resulting in cost overruns, which we may be required to absorb and could have a material adverse effect on our business, financial condition and results of operations. Such fluctuations or incorrect estimates may affect our ability to deliver services and products to our customers on a timely basis and we may suffer financial penalties and a diminution of our commercial reputation and future product orders, which could adversely affect our business, financial condition and results of operations.

We may be unable to employ a sufficient number of skilled and qualified workers to sustain or expand our current operations.

Our operations require personnel with specialized skills and experience. Our ability to be productive and profitable will depend upon our ability to employ and retain skilled workers. In addition, our ability to expand our operations depends in part on our ability to increase the size of our skilled labor force. The demand for skilled workers is high, the supply can be limited in certain jurisdictions, and the cost to attract and retain qualified personnel has increased over the past few years. In addition, we are currently a party to collective bargaining or similar agreements in certain international areas in which we operate, which could result in increases in the wage rates that we must pay to retain our employees. Furthermore, a significant increase in the wages paid by competing employers could result in a reduction of our skilled labor force, increases in the wage rates that we must pay, or both. If any of these events were to occur, our capacity could be diminished, our ability to respond quickly to customer demands or strong market conditions may be inhibited and our growth potential could be impaired, any of which could have a material adverse effect on our business, financial condition and results of operations.

We operate in an intensively competitive industry, and if we fail to compete effectively, our business will suffer.

Our competitors may attempt to increase their market share by reducing prices, or our customers may adopt competing technologies. The drilling industry is driven primarily by cost minimization, and our strategy is aimed at reducing drilling costs through the application of new technologies. Our competitors, many of whom have a more diverse product line and access to greater amounts of capital than we do, have the ability to compete against the cost savings generated by our technology by reducing prices and by introducing competing technologies. Our competitors may also have the ability to offer bundles of products and services to customers that we do not offer. We have limited resources to sustain prolonged price competition and maintain the level of investment required to continue the commercialization and development of our new technologies. Any failure to continue to do so could adversely affect our business, financial condition or results of operations.

Our business depends upon our ability to source low cost raw materials and components, such as steel castings and forgings. Increased costs of raw materials and other components may result in increased operating expenses.

Our ability to source low cost raw materials and components, such as steel castings and forgings, is critical to our ability to manufacture our drilling products competitively and, in turn, our ability to provide onshore and offshore drilling services. Should our current suppliers be unable to provide the necessary raw materials or components or otherwise fail to deliver such materials and components timely and in the quantities required, resulting delays in the provision of products or services to customers could have a material adverse effect on our business.

In particular, we have experienced increased costs in recent years due to rising steel prices. There is also strong demand within the industry for forgings, castings and outsourced coating services necessary for us to make our products. We cannot assure that we will be able to continue to purchase these raw materials on a timely basis or at historical prices. Our results of operations may be adversely affected by our inability to manage the rising costs and availability of raw materials and components used in our products.

We are subject to the risk of supplier concentration.

Certain of our product lines in the Tubular Sales segment and Blackhawk segment depend on a limited number of third party suppliers. The suppliers for the Tubular Sales segment are concentrated in Japan (2) and Germany (2) and are vendors for pipe (driven by customer requirements) while the three suppliers for the Blackhawk segment are concentrated in the U.S. As a result of this concentration in some of our supply chains, our business and operations could be negatively affected if our key suppliers were to experience significant disruptions affecting the price, quality, availability or timely delivery of their products. The partial or complete loss of any one of our key suppliers, or a significant adverse change in the relationship with any of these suppliers, through consolidation or otherwise, would limit our ability to manufacture or sell certain of our products.

Our services and products are provided in connection with operations that are subject to potential hazards inherent in the oil and gas industry, and, as a result, we are exposed to potential liabilities that may affect our financial condition and reputation.

Our services and products are provided in connection with potentially hazardous drilling, completion and production applications in the oil and gas industry where an accident can potentially have catastrophic consequences. This is particularly true in deepwater operations. Risks inherent to these applications, such as equipment malfunctions and failures, equipment misuse and defects, explosions, blowouts and uncontrollable flows of oil, gas or well fluids and natural disasters, on land or in deepwater or shallow water environments, can cause personal injury, loss of life, suspension of operations, damage to formations, damage to facilities, business interruption and damage to or destruction of property, surface water and drinking water resources, equipment, natural resources and the environment. If our services fail to meet specifications or are involved in accidents or failures, we could face warranty, contract, fines or other litigation claims, which could expose us to substantial liability for personal injury, wrongful death, property damage, loss of oil and gas production, pollution and other environmental damages. Our insurance policies may not be adequate to cover all liabilities. Further, insurance may not be generally available in the future or, if available, insurance premiums may make such insurance commercially unjustifiable. Moreover, even if we are successful in defending a claim, it could be time-consuming and costly to defend.

In addition, the frequency and severity of such incidents will affect operating costs, insurability and relationships with customers, employees and regulators. In particular, our customers may elect not to purchase our services if they view our safety record as unacceptable, which could cause us to lose customers and substantial revenues. In addition, these risks may be greater for us because we may acquire companies that have not allocated significant resources and management focus to safety and have a poor safety record requiring rehabilitative efforts during the integration process and we may incur liabilities for losses before such rehabilitation occurs.

The imposition of stringent restrictions or prohibitions on offshore drilling by any governing body may have a material adverse effect on our business.

Events in recent years have heightened environmental and regulatory concerns about the oil and gas industry. From time to time, governing bodies have enacted and may propose legislation or regulations that would materially limit or prohibit offshore drilling in certain areas. If laws are enacted or other governmental action is taken that restrict or prohibit offshore drilling in our expected areas of operation, our expected future growth in offshore services could be reduced and our business could be materially adversely affected.

For example, in April 2016 the U.S. Bureau of Safety and Environmental Enforcement (“BSEE”) finalized more stringent standards relating to well control equipment used in connection with offshore well drilling operations. The standards focus on blowout preventers, along with well design, well control, casing, cementing, real-time well monitoring, and subsea containment requirements. However, in September 2018, the BSEE published final revisions to its regulations regarding offshore drilling safety equipment, removing certain requirements such as third-party equipment certification and reducing equipment monitoring and reporting obligations. However, government agencies could issue new safety and environmental guidelines or regulations for drilling in the U.S. Gulf of Mexico that could disrupt or delay drilling operations, increase the cost of drilling operations or reduce the area of operations for drilling. Any new regulation could dampen demand for our equipment and services and have an adverse effect on our business.

We may not be fully indemnified against financial losses in all circumstances where damage to or loss of property, personal injury, death or environmental harm occur.

As is customary in our industry, our contracts typically provide that our customers indemnify us for claims arising from the injury or death of their employees, the loss or damage of their equipment, damage to the reservoir and pollution emanating from the customer’s equipment or from the reservoir (including uncontained oil flow from a reservoir). Conversely, we typically indemnify our customers for claims arising from the injury or death of our employees, the loss or damage of our equipment, or pollution emanating from our equipment. Our contracts typically provide that our customer will indemnify us for claims arising from catastrophic events, such as a well blowout, fire or explosion.

Our indemnification arrangements may not protect us in every case. For example, from time to time (i) we may enter into contracts with less favorable indemnities or perform work without a contract that protects us, (ii) our indemnity arrangements may be held unenforceable in some courts and jurisdictions or (iii) we may be subject to other claims brought by third parties or government agencies. Furthermore, the parties from which we seek indemnity may not be solvent, may become bankrupt, may lack resources or insurance to honor their indemnities, or may not otherwise be able to satisfy their indemnity obligations to us. The lack of enforceable indemnification could expose us to significant potential losses.

Further, our assets generally are not insured against loss from political violence such as war, terrorism or civil unrest. If any of our assets are damaged or destroyed as a result of an uninsured cause, we could recognize a loss of those assets.

We may incur liabilities, fines, penalties or additional costs, or we may be unable to provide services to certain customers, if we do not maintain safe operations.

If we fail to comply with safety regulations or maintain an acceptable level of safety in connection with our tubular or other well construction services, we may incur civil fines, penalties or other liabilities or may be held criminally liable. We expect to incur additional costs over time to upgrade equipment or conduct additional training or otherwise incur costs in connection with compliance with safety regulations. Failure to maintain safe operations or achieve certain safety performance metrics could disqualify us from doing business with certain customers, particularly major oil companies. Because we provide tubular and other well construction services to a large number of major oil companies, any such failure could adversely affect our business, financial condition and results of operations.

Our business is dependent on our ability to provide highly reliable and safe equipment. If our equipment does not meet statutory regulations, or equipment certification requirements, and/or our clients do not accept the quality of our equipment, we could encounter loss of contracts and/or loss of reputation, which could materially impact our operations and profitability. Further, the failure of our equipment could subject us to litigation, regulatory fines and/or adverse customer reaction. In addition, equipment certification requirements vary by region and changes in these requirements could impact our ability to operate in certain markets if our tools do not comply with these requirements.

The industry in which we operate is undergoing continuing consolidation that may impact results of operations.

Some of our largest customers have consolidated in recent years and are using their size and purchasing power to achieve economies of scale and pricing concessions. This consolidation may result in reduced capital spending by such customers or the acquisition of one or more of our other primary customers, which may lead to decreased demand for our products and services. If we cannot maintain sales levels for customers that have consolidated or replace such revenues with increased business activities from other customers, this consolidation activity could have a significant negative impact on our business, financial condition and results of operations. We are unable to predict what effect consolidations in our industry may have on prices, capital spending by customers, selling strategies, competitive position, ability to retain customers or ability to negotiate favorable agreements with customers.

Our operations and our customers’ operations are subject to a variety of governmental laws and regulations that may increase our costs, limit the demand for our services and products or restrict our operations.

Our business and our customers’ businesses may be significantly affected by:


•	federal, state and local and non-U.S. laws and other regulations relating to oilfield operations, worker safety and protection of the environment and natural resources;


•	changes in these laws and regulations; and


•	the level of enforcement of these laws and regulations.

In addition, we depend on the demand for our services and products from the oil and gas industry. This demand is affected by changing taxes, price controls and other laws and regulations relating to the oil and gas industry in general. For example, the adoption of laws and regulations curtailing exploration and development drilling for oil and gas for economic or other policy reasons could adversely affect our operations by limiting demand for our products. In addition, some non-U.S. countries may adopt regulations or practices that give advantage to indigenous oil companies in bidding for oil leases, or require indigenous companies to perform oilfield services currently supplied by international service companies. To the extent that such companies are not our customers, or we are unable to develop relationships with them, our business may suffer. We cannot determine the extent to which our future operations and earnings may be affected by new legislation, new regulations or changes in existing regulations.

Because of our non-U.S. operations and sales, we are also subject to changes in non-U.S. laws and regulations that may encourage or require hiring of local contractors or require non-U.S. contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. If we fail to comply with any applicable law or regulation, our business, financial condition and results of operations may be adversely affected.

Our business is dependent on capital spending by our customers, and reductions in capital spending could have a material adverse effect on our business.

Any change in capital expenditures by our customers or reductions in their capital spending could directly impact our business by reducing demand for our products and services and could have a material adverse effect on our business. Our customers are subject to risks which, in turn, could impact our business, including volatile oil and gas prices, difficulty accessing capital on economically advantageous terms and adverse developments in their own business or operations. With respect to national oil company customers, we are also subject to risk of policy, regime and budgetary changes.

An inability to obtain visas and work permits for our employees on a timely basis could negatively affect our operations and have an adverse effect on our business.

Our ability to provide services worldwide depends on our ability to obtain the necessary visas and work permits for our personnel to travel in and out of, and to work in, the jurisdictions in which we operate. Governmental actions in some of the jurisdictions in which we operate may make it difficult for us to move our personnel in and out of these jurisdictions by delaying or withholding the approval of these permits. If we are not able to obtain visas and work permits for the employees we need for conducting our tubular and other well construction services on a timely basis, we might not be able to perform our obligations under our contracts, which could allow our customers to cancel the contracts. If our customers cancel some of our contracts, and we are unable to secure new contracts on a timely basis and on substantially similar terms, our business, financial condition and results of operations could be materially adversely affected.

Our operations are subject to environmental and operational safety laws and regulations that may expose us to significant costs and liabilities.

Our operations are subject to numerous stringent and complex laws and regulations governing the discharge of materials into the environment, health and safety aspects of our operations, or otherwise relating to occupational health and safety and environmental protection. These laws and regulations may, among other things, regulate the management and disposal of hazardous and non-hazardous wastes; require acquisition of environmental permits related to our operations; restrict the types, quantities, and concentrations of various materials that can be released into the environment; limit or prohibit operational activities in certain ecologically sensitive and other protected areas; regulate specific health and safety criteria addressing worker protection; require compliance with operational and equipment standards; impose testing, reporting and record-keeping requirements; and require remedial measures to mitigate pollution from former and ongoing operations. Failure to comply with these laws and regulations or to obtain or comply with permits may result in the assessment of administrative, civil and criminal penalties, imposition of remedial or corrective action requirements and the imposition of injunctions to limit or prohibit certain activities or force future compliance. Certain environmental laws may impose joint and several liability, without regard to fault or legality of conduct, on classes of persons who are considered to be responsible for the release of a hazardous substance into the environment.

Analogous or stricter laws exist in other countries where we operate. The trend in environmental regulation has been to impose increasingly stringent restrictions and limitations on activities that may impact the environment. Some countries have even established constitutional rights relating to the environment. The implementation of new laws and regulations could result in materially increased costs, stricter standards and enforcement, larger fines and liability and increased capital expenditures and operating costs, particularly for our customers.

Our operations in countries outside of the United States are subject to a number of U.S. federal laws and regulations, including restrictions imposed by the Foreign Corrupt Practices Act, as well as trade sanctions administered by the Office of Foreign Assets Control and the Commerce Department.

We operate internationally and in some countries with high levels of perceived corruption commonly gauged according to the Transparency International Corruption Perceptions Index. We must comply with complex foreign and U.S. laws including the United States Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act 2010 and the United Nations Convention Against Corruption, which prohibit engaging in certain activities to obtain or retain business or to influence a person working in an official capacity. We do business and may in the future do additional business in countries and regions in which we may face, directly or indirectly, corrupt demands by officials, tribal or insurgent organizations, or by private entities in which corrupt offers are expected or demanded. Furthermore, many of our operations require us to use third parties to conduct business or to interact with people who are deemed to be governmental officials under the anticorruption laws. Thus, we face the risk of unauthorized payments or offers of payments or other things of value by our employees, contractors or agents. It is our policy to implement compliance procedures to prohibit these practices. However, despite those safeguards and any future improvements to them, our employees, contractors, and agents may engage in conduct for which we might be held responsible, regardless of whether such conduct occurs within or outside the United States. We may also be held responsible for any violations by an acquired company that occur prior to an acquisition, or subsequent to the acquisition but before we are able to institute our compliance procedures. In addition, our non-U.S. competitors that are not subject to the FCPA or similar anticorruption laws may be able to secure business or other preferential treatment in such countries by means that such laws prohibit with respect to us. A violation of any of these laws, even if prohibited by our policies, may result in severe criminal and/or civil sanctions and other penalties, and could have a material adverse effect on our business. Actual or alleged violations could damage our reputation, be expensive to defend, and impair our ability to do business.

We are currently conducting an internal investigation of the operations of certain of our foreign subsidiaries in West Africa for possible violations of the FCPA, our policies and other applicable laws, and in June 2016, we voluntarily disclosed the existence of our extensive internal review to the SEC, the U.S. Department of Justice (“DOJ”) and other governmental entities. We are unable to predict the ultimate resolution of these matters before the SEC and DOJ. Adverse action by these government agencies could have a material adverse effect on our business.

Compliance with U.S. regulations on trade sanctions and embargoes administered by the United States Department of the Treasury’s Office of Foreign Assets Control also poses a risk to us. We cannot provide products or services to certain countries subject to U.S. or other international trade sanctions. Furthermore, the laws and regulations concerning import activity, export recordkeeping and reporting, export control and economic sanctions are complex and constantly changing. Any failure to comply with applicable legal and regulatory trading obligations could result in criminal and civil penalties and sanctions, such as fines, imprisonment, debarment from governmental contracts, seizure of shipments and loss of import and export privileges.

Compliance with and changes in laws could be costly and could affect operating results.

We have operations in the U.S. and in approximately 50 countries that can be impacted by expected and unexpected changes in the legal and business environments in which we operate. Political instability and regional issues in many of the areas in which we operate may contribute to such changes with greater significance or frequency. Our ability to manage our compliance costs and compliance programs will impact our business, financial condition and results of operations. Compliance-related issues could also limit our ability to do business in certain countries. Changes that could impact the legal environment include new legislation, new regulations, new policies, investigations and legal proceedings and new interpretations of existing legal rules and regulations, in particular, changes in export control laws or exchange control laws, additional restrictions on doing business in countries subject to sanctions and changes in laws in countries where we operate or intend to operate.

Restrictions on emissions of greenhouse gases could increase our operating costs or reduce demand for our products and services.

Environmental advocacy groups and regulatory agencies in the United States and other countries have focused considerable attention on emissions of carbon dioxide, methane and other greenhouse gases (“GHGs”) and their potential role in climate change. The EPA has adopted regulations to reduce GHG emissions under existing provisions of the federal Clean Air Act. For example, in June 2016, the EPA finalized rules that establish new controls for emissions of methane, known as Subpart OOOOa, for new, modified or reconstructed sources in the oil and natural gas source category. However, there have been attempts to modify these regulations, and litigation concerning the regulations is ongoing. The BLM finalized similar rules in November 2016; however, in September 2018, the BLM issued a final rule rescinding the agency’s 2016 methane rule, and litigation challenging the rescission is pending. As a result, future implementation of these federal methane rules remains uncertain at this time. However, given the long term trend towards stricter regulations of GHGs, it is likely that some form of federal methane regulation may be proposed again in the future. Some oil and gas producing states also have methane emission control requirements. To the extent implemented, these rules have the potential to impose significant costs on our customers.

While Congress has from time to time considered legislation to reduce emissions of GHGs, no significant legislation to reduce GHG emissions has been adopted at the federal level. In the absence of federal climate legislation, a number of state and regional GHG reduction efforts have emerged, either through emission cap and trade programs or legal requirements for the promotion of renewable energy. Analogous or stricter regulations exist in many of the other countries in which we provide services. For example, the European Union (“EU”) Emissions Trading System requires companies in many industries, including oil and gas production, to redeem allowances to cover their GHG emissions. Separately, in December 2018, the EU finalized a second Renewable Energy Directive, which requires member states to fulfill 32% of their energy demand from renewable sources by 2030. The adoption of additional legislation or regulatory programs to reduce emissions of greenhouse gases could require us to incur increased operating costs and could reduce demand for hydrocarbons that our customers produce. Consequently, legislation and regulatory programs to reduce emissions of greenhouse gases could have an adverse effect on our business, financial condition and results of operations.

Moreover, activists concerned about the potential effects of climate change have directed their attention at sources of funding for fossil-fuel energy companies, which has resulted in certain sources of capital restricting or eliminating their investment in oil and natural gas activities. Additionally, activist shareholders have introduced proposals that may seek to force companies to adopt aggressive emission reduction targets or restrict more carbon-intensive activities. While we cannot predict the outcomes of such proposals, they could make it more difficult for operators to engage in exploration and production activities, ultimately reducing demand for our services. Notwithstanding potential risks related to climate change, the

International Energy Agency estimates that global energy demand will continue to rise and will not peak until 2040 and that oil and gas will continue to represent a substantial percentage of global energy use over that time. Finally, many scientists have concluded that increasing concentrations of greenhouse gases in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, and floods and other extreme weather events. Offshore operations are particularly susceptible to damage from extreme weather events. If any of the potential effects of climate change were to occur, they could have an adverse effect on our business, financial condition and results of operations.

We face risks related to natural disasters and pandemic diseases, which could result in severe property damage or materially and adversely disrupt our operations and affect travel required for our worldwide operations.

Some of our operations involve risks of, among other things, property damage, which could curtail our operations. For example, disruptions in operations or damage to a manufacturing plant could reduce our ability to produce products and satisfy customer demand. In particular, we have offices and manufacturing facilities in Houston, Texas and Houma and Lafayette, Louisiana as well as in various places throughout the Gulf Coast region of the United States. These offices and facilities are particularly susceptible to severe tropical storms, hurricanes and flooding, which may disrupt our operations. If one or more manufacturing facilities we own are damaged by severe weather or any other disaster, accident, catastrophe or event, our operations could be significantly interrupted. Similar interruptions could result from damage to production or other facilities that provide supplies or other raw materials to our plants or other stoppages arising from factors beyond our control. These interruptions might involve significant damage to, among other things, property, and repairs might take from a week or less for a minor incident to many months or more for a major interruption.

In addition, a portion of our business involves the movement of people and certain parts and supplies to or from foreign locations. Any restrictions on travel or shipments to and from foreign locations, due to the occurrence of natural disasters such as earthquakes, floods or hurricanes, or an epidemic or outbreak of diseases in these locations, could significantly disrupt our operations and decrease our ability to provide services to our customers. In addition, our local workforce could be affected by such an occurrence or outbreak which could also significantly disrupt our operations and decrease our ability to provide services to our customers.

Our business could be negatively affected by cybersecurity threats and other disruptions.

We rely heavily on information systems to conduct and protect our business. These information systems are increasingly subject to sophisticated cybersecurity threats such as unauthorized access to data and systems, loss or destruction of data (including confidential customer information), computer viruses, or other malicious code, phishing and cyberattacks, and other similar events. These threats arise from numerous sources, not all of which are within our control, including fraud or malice on the part of third parties, accidental technological failure, electrical or telecommunication outages, failures of computer servers or other damage to our property or assets, or outbreaks of hostilities or terrorist acts.

Given the rapidly evolving nature of cyber threats, there can be no assurance that the systems we have designed and implemented to prevent or limit the effects of cyber incidents or attacks will be sufficient in preventing all such incidents or attacks, or avoiding a material impact to our systems when such incidents or attacks do occur. If we were to be subject to a cyber incident or attack, it could result in the disclosure of confidential or proprietary customer information, theft or loss of intellectual property, damage to our reputation with our customers and the market, failure to meet customer requirements or customer dissatisfaction, theft or exposure to litigation, damage to equipment (which could cause environmental or safety issues) and other financial costs and losses. In addition, as cybersecurity threats continue to evolve, we may be required to devote additional resources to continue to enhance our protective measures or to investigate or remediate any cybersecurity vulnerabilities.

Our exposure to currency exchange rate fluctuations may result in fluctuations in our cash flows and could have an adverse effect on our financial condition and results of operations.

From time to time, fluctuations in currency exchange rates could be material to us depending upon, among other things, the principal regions in which we provide our services and products. For the year ended December 31, 2018 , on a U.S.

dollar-equivalent basis, approximately 24% of our revenue was represented by currencies other than the U.S. dollar. In particular, we are sensitive to fluctuations in currency exchange rates between the U.S. dollar and each of the Euro, Norwegian Krone, British Pound, Canadian Dollar and Brazilian Real. There may be instances in which costs and revenue will not be matched with respect to currency denomination. As a result, to the extent that we continue our expansion on a global basis, as expected, we expect that increasing portions of revenue, costs, assets and liabilities will be subject to fluctuations in foreign currency valuations. We may experience economic loss and a negative impact on earnings or net assets solely as a result of foreign currency exchange rate fluctuations. Further, the markets in which we operate could restrict the removal or conversion of the local or foreign currency, resulting in our inability to hedge against these risks.

Seasonal and weather conditions could adversely affect demand for our services and operations.

Weather can have a significant impact on demand as consumption of energy is seasonal, and any variation from normal weather patterns, such as cooler or warmer summers and winters, can have a significant impact on demand. Adverse weather conditions, such as hurricanes and ocean currents in the U.S. Gulf of Mexico or typhoons in the Asia Pacific region, may interrupt or curtail our operations, or our customers’ operations, cause supply disruptions and result in a loss of revenue and damage to our equipment and facilities, which may or may not be insured. Extreme winter conditions in Canada, Russia, or the North Sea, or droughts in more arid regions in which we do business may interrupt or curtail our operations, or our customers’ operations, and result in a loss of revenue.

Legislation or regulations restricting the use of hydraulic fracturing could reduce demand for our services.

Customer credit risks could result in losses.

The concentration of our customers in the energy industry may impact our overall exposure to credit risk as customers may be similarly affected by prolonged changes in economic and industry conditions. Those countries that rely heavily upon income from hydrocarbon exports would be hit particularly hard by a drop in oil prices. Further, laws in some jurisdictions in which we operate could make collection difficult or time consuming. We perform ongoing credit evaluations of our customers and do not generally require collateral in support of our trade receivables. While we maintain reserves for potential credit losses, we cannot assure such reserves will be sufficient to meet write-offs of uncollectible receivables or that our losses from such receivables will be consistent with our expectations.

Furthermore, some of our customers may be highly leveraged and subject to their own operating and regulatory risks, which increases the risk that they may default on their obligations to us. To the extent one or more of our key customers is in financial distress or commences bankruptcy proceedings, contracts with these customers may be subject to renegotiation or rejection under applicable provisions of the United States Bankruptcy Code and similar international laws. Any material nonpayment or nonperformance by our key customers could adversely affect our business, financial condition and results of operations.

If our long-lived assets, goodwill, other intangible assets and other assets are impaired, we may be required to record significant non-cash charges to our earnings.

We recognize impairments of goodwill when the fair value of any of our reporting units becomes less than its carrying value. Our estimates of fair value are based on assumptions about future cash flows of each reporting unit, discount rates applied to these cash flows and current market estimates of value. Based on the uncertainty of future revenue growth rates, gross profit performance, and other assumptions used to estimate our reporting units’ fair value, future reductions in our expected cash flows could cause a material non-cash impairment charge of goodwill, which could have a material adverse effect on our results of operations and financial condition.

We also have certain long-lived assets, other intangible assets and other assets which could be at risk of impairment or may require reserves based upon anticipated future benefits to be derived from such assets. Any change in the valuation of such assets could have a material effect on our profitability.

We may be unable to identify or complete acquisitions or strategic alliances.

We expect that acquisitions and strategic alliances will be an important element of our business strategy going forward. We can give no assurance that we will be able to identify and acquire additional businesses or negotiate with suitable venture partners in the future on terms favorable to us or that we will be able to integrate successfully the assets and operations of acquired businesses with our own business. Any inability on our part to integrate and manage the growth of acquired businesses may have a material adverse effect on our business, financial condition and results of operations.

Our executive officers and certain key personnel are critical to our business, and these officers and key personnel may not remain with us in the future.

Our future success depends in substantial part on our ability to hire and retain our executive officers and other key personnel who possess extensive expertise, talent and leadership and are critical to our success. The diminution or loss of the services of these individuals, or other integral key personnel affiliated with entities that we acquire in the future, could have a material adverse effect on our business. Furthermore, we may not be able to enforce all of the provisions in any agreement we have entered into with certain of our executive officers, and such agreements may not otherwise be effective in retaining such individuals. In addition, we may not be able to retain key employees of entities that we acquire in the future. This may impact our ability to successfully integrate or operate the assets we acquire.

Control of oil and gas reserves by state-owned oil companies may impact the demand for our services and create additional risks in our operations.

Much of the world’s oil and gas reserves are controlled by state-owned oil companies, and we provide services and products for a number of those companies. State-owned oil companies may require their contractors to meet local content requirements or other local standards, such as joint ventures, that could be difficult or undesirable for us to meet. The failure to meet the local content requirements and other local standards may adversely impact our operations in those countries. In addition, our ability to work with state-owned oil companies is subject to our ability to negotiate and agree upon acceptable contract terms.

Restrictions in the agreement governing the New ABL Credit Facility could adversely affect our business, financial condition and results of operations.

On November 5, 2018, FICV, Frank's International, LLC and Blackhawk, as borrowers, and FINV, certain of FINV's subsidiaries, including FICV, Frank’s International, LLC, Blackhawk, Frank's International GP, LLC, Frank's International, LP, Frank's International LP B.V., Frank's International Partners B.V., Frank's International Management B.V., Blackhawk Intermediate Holdings, LLC, Blackhawk Specialty Tools, LLC, and Trinity Tool Rentals, L.L.C., as guarantors, entered into a five-year senior secured revolving credit facility (the “New ABL Credit Facility”) with JPMorgan Chase Bank, N.A., as administrative agent (the “ABL Agent”), and other financial institutions as lenders with total commitments of $100.0 million, including up to $15.0 million available for letters of credit. The operating and financial restrictions in the New ABL Credit Facility and any future financing agreements could restrict our ability to finance future operations or capital needs,

or otherwise pursue our business activities. For example, the New ABL Credit Facility limits our and our subsidiaries’ ability to, among other things:


•	incur debt or issue guarantees;


•	incur or permit certain liens to exist;


•	make certain investments, acquisitions or other restricted payments;


•	dispose of assets;


•	engage in certain types of transactions with affiliates;


•	merge, consolidate or transfer all or substantially all of our assets; and


•	prepay certain indebtedness.

Furthermore, the New ABL Credit Facility contains a covenant requiring us to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 based on the ratio of (a) consolidated EBITDA (as defined therein) minus unfinanced capital expenditures to (b) Fixed Charges (as defined therein) when availability under the New ABL Credit Facility falls below the greater of (a) $12.5 million and (b) 15% of the lesser of the borrowing base and aggregate commitments. Accounts receivable received by FINV’s U.S. subsidiaries that are parties to the New ABL Credit Facility will be deposited into deposit accounts subject to deposit control agreements in favor of the ABL Agent. In the event FINV does not maintain the minimum fixed charge coverage ratio discussed above, these deposit accounts would be subject to “springing” cash dominion.

In addition, any borrowings under the New ABL Credit Facility may be at variable rates of interest that expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed will remain the same, and our net income and cash flows will correspondingly decrease.

A failure to comply with the covenants in the agreement governing the New ABL Credit Facility could result in an event of default, which, if not cured or waived, would permit the exercise of remedies against us that could have a material adverse effect on our business, results of operations and financial position. Remedies under the New ABL Credit Facility include foreclosure on the collateral securing the indebtedness and termination of the commitments under the New ABL Credit Facility, and any outstanding borrowings under the New ABL Credit Facility may be declared immediately due and payable.

Please see “Management’s Discussion & Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources—Credit Facilities.”

Risks Related to Our Corporate Structure

We are a holding company and our sole material assets are our direct and indirect equity interests in our operating subsidiaries, and we are accordingly dependent upon distributions from such subsidiaries to pay taxes, make payments under the tax receivable agreement (“TRA”), and pay dividends.

We are a holding company and have no material assets other than our direct and indirect equity interests in our operating subsidiaries. We have no independent means of generating revenue. We intend to cause our subsidiaries to make distributions in an amount sufficient to cover (i) all applicable taxes at assumed tax rates, (ii) payments under the TRA we entered into with Mosing Holdings in connection with the IPO and (iii) dividends, if any, declared by us. To the extent that we need funds and our subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of their financing or other contractual arrangements, or is otherwise unable to provide such funds, it could materially adversely affect our liquidity and financial condition.

The Mosing family holds a majority of the total voting power of the Company’s common stock (the “FINV Stock”) and, accordingly, could have substantial control over our management and affairs.

The Mosing family (either individually or through various holding entities of the Mosing family members) currently collectively owns approximately 62% of the total voting power entitled to vote at annual or special meetings. While the Mosing family members have terminated a voting agreement with respect to the shares they own, the Mosing family has the ability (but not the requirement) to designate on an annual basis who will comprise our Board of Supervisory Directors nominated to the shareholders based on the amount of shares that they collectively own. Moreover, pursuant to our amended and restated articles of association, our board of directors will consist of no more than nine individuals. The Mosing family has the right to recommend one director for nomination to the supervisory board for each 10% of the outstanding FINV Stock they collectively beneficially own, up to a maximum of five directors. The remaining directors are nominated by our supervisory board. Our supervisory board currently consists of nine members, three of whom are members of the Mosing family. The existence of significant shareholders may also have the effect of deterring hostile takeovers, delaying or preventing changes in control or changes in management, or limiting the ability of our other shareholders to approve transactions that they may deem to be in the best interests of our company. So long as the Mosing family continues to own a significant amount of the FINV Stock, even if such amount represents less than 50% of the aggregate voting power, they will continue to be able to influence matters requiring shareholder approval, regardless of whether or not other shareholders believe that the transaction is in their own best interests.

The Mosing family may have interests that conflict with holders of shares of our common stock.

The Mosing family may have conflicting interests with other holders of shares of our common stock. For example, the Mosing family may have different tax positions from us or other holders of shares of our common stock which could influence their decisions regarding whether and when to cause us to dispose of assets, whether and when to cause us to incur new or refinance existing indebtedness, especially in light of the existence of the TRA that we entered into in connection with the IPO. In addition, the structuring of future transactions may take into consideration the Mosing family’s tax or other considerations even where no similar benefit would accrue to us.

We are required under the TRA to pay Mosing Holdings or its permitted transferees for certain tax benefits we may claim, and the amounts we may pay could be significant.

We entered into the TRA with FICV and Mosing Holdings in connection with the IPO. This agreement generally provides for the payment by us of 85% of actual reductions, if any, in payments of U.S. federal, state and local income tax or franchise tax in periods after the IPO as a result of (i) the tax basis increases resulting from the transfer of FICV interests to us in connection with the conversion of shares of Preferred Stock into shares of our common stock and (ii) imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, payments under the TRA. In addition, the TRA provides for interest earned from the due date (without extensions) of the corresponding tax return to the date of payment specified by the TRA.

The payment obligations under the TRA are our obligations and are not obligations of FICV. The term of the TRA continues until all such tax benefits have been utilized or expired, unless we exercise our sole right to terminate the TRA early.

Estimating the timing of payments that may be made under the TRA is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. The timing of any payments under the TRA will vary depending upon a number of factors, including the amount and timing of the taxable income we realize in the future and the tax rate then applicable, our use of loss carryovers and the portion of our payments under the TRA constituting imputed interest or depreciable or amortizable basis. We expect that the payments that we will be required to make under the TRA will be substantial. There may be a substantial negative impact on our liquidity if, as a result of timing discrepancies or otherwise, (i) the payments under the TRA exceed the actual benefits we realize in respect of the tax attributes subject to the TRA or (ii) distributions to us by FICV are not sufficient to permit us to make payments under the TRA subsequent to the payment of our taxes and other obligations. The payments under the TRA are not conditioned upon a holder of rights under a TRA having a continued ownership interest in either FICV or us. While we may defer payments under the TRA to the extent we do not have sufficient cash to make such payments, except in the case of an acceleration of payments thereunder occurring

in connection with an early termination of the TRA or certain mergers or changes of control, any such unpaid obligation will accrue interest. Additionally, during any such deferral period, we are prohibited from paying dividends on our common stock.

In certain cases, payments under the TRA to Mosing Holdings or its permitted transferees may be accelerated or significantly exceed the actual benefits, if any, we realize in respect of the tax attributes subject to the TRA.

The TRA provides that we may terminate it early. If we elect to exercise our sole right to terminate the TRA early, we are required to make an immediate payment equal to the present value of the anticipated future tax benefits subject to the TRA (based upon certain assumptions and deemed events set forth in the TRA, including the assumption that we have sufficient taxable income to fully utilize such benefits and that any interests in FICV that Mosing Holdings or its transferees own on the termination date are deemed to be exchanged on the termination date). Any early termination payment may be made significantly in advance of the actual realization, if any, of such future benefits. In addition, payments due under the TRA are similarly accelerated following certain mergers or other changes of control. In these situations, our obligations under the TRA could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. For example, if the TRA were terminated on December 31, 2018 , the estimated termination payment would be approximately $ 44.6 million (calculated using a discount rate of 5.87% ). The foregoing number is merely an estimate and the actual payment could differ materially. There can be no assurance that we will be able to finance our obligations under the TRA. If we were unable to finance our obligations due under the TRA, we would be in breach of the agreement. Any such breach could adversely affect our business, financial condition or results of operations.

Payments under the TRA will be based on the tax reporting positions that we will determine. If the Internal Revenue Service (the “IRS”) were to successfully challenge a tax basis increase or other benefits arising under the TRA, the holders of rights under the TRA will not reimburse us for any payments previously made under the TRA if such basis increases or other benefits are subsequently disallowed, except that excess payments made to any such holder will be netted against payments otherwise to be made, if any, to such holder after our determination of such excess. As a result, in such circumstances, we could make payments that are greater than our actual cash tax savings, if any, and may not be able to recoup those payments, which could adversely affect our liquidity.

Risks Related to Our Common Stock

Future sales of our common stock in the public market could lower our stock price, and any additional capital raised by us through the sale of equity may dilute your ownership in us.

As of February 18, 2019 , we had 224,455,806 outstanding shares of our common stock. We may sell additional shares of common stock in subsequent public offerings. Members of the Mosing family own, both directly and indirectly, approximately 62% of our total outstanding FINV Stock. All of these shares may be sold into the market in the future.

We cannot predict the size of future issuances of our common stock or the effect, if any, that future issuances and sales of shares of our common stock will have on the market price of our common stock. Sales of substantial amounts of our common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our common stock.

Our declaration of dividends is within the discretion of our management board, with the approval of our supervisory board, and subject to certain limitations under Dutch law, and there can be no assurance that we will pay dividends.

Our dividend policy is within the discretion of our management board, with the approval of our supervisory board, and the amount of future dividends, if any, will depend upon various factors, including our results of operations, financial condition, capital requirements and investment opportunities. We can provide no assurance that we will pay dividends on our common stock. No dividends on our common stock will accrue in arrears. In addition, Dutch law contains certain restrictions on a company’s ability to pay cash dividends, and we can provide no assurance that those restrictions will not prevent us from paying a dividend in future periods.

As a Dutch company with limited liability, the rights of our shareholders may be different from the rights of shareholders in companies governed by the laws of U.S. agencies.

We are a Dutch company with limited liability ( Naamloze Vennootschap ). Our corporate affairs are governed by our articles of association and by the laws governing companies incorporated in the Netherlands. The rights of shareholders and the responsibilities of members of our management board and supervisory board may be different from those in companies governed by the laws of U.S. jurisdictions.

For example, resolutions of the general meeting of shareholders may be taken with majorities different from the majorities required for adoption of equivalent resolutions in, for example, Delaware corporations. Although shareholders will have the right to approve legal mergers or demergers, Dutch law does not grant appraisal rights to a company’s shareholders who wish to challenge the consideration to be paid upon a legal merger or demerger of a company.

In addition, if a third party is liable to a Dutch company, under Dutch law shareholders generally do not have the right to bring an action on behalf of the company or to bring an action on their own behalf to recover damages sustained as a result of a decrease in value, or loss of an increase in value, of their ordinary shares. Only in the event that the cause of liability of such third party to the company also constitutes a tortious act directly against such shareholder and the damages sustained are permanent, may that shareholder have an individual right of action against such third party on its own behalf to recover damages. The Dutch Civil Code provides for the possibility to initiate such actions collectively. A foundation or an association whose objective, as stated in its articles of association, is to protect the rights of persons having similar interests may institute a collective action. The collective action cannot result in an order for payment of monetary damages but may result in a declaratory judgment ( verklaring voor recht ), for example declaring that a party has acted wrongfully or has breached a fiduciary duty. The foundation or association and the defendant are permitted to reach (often on the basis of such declaratory judgment) a settlement which provides for monetary compensation for damages. A designated Dutch court may declare the settlement agreement binding upon all the injured parties, whereby an individual injured party will have the choice to opt-out within the term set by the court (at least three months). Such individual injured party, may also individually institute a civil claim for damages within the before mentioned term.

Furthermore, certain provisions of Dutch corporate law have the effect of concentrating control over certain corporate decisions and transactions in the hands of our management board and supervisory board. As a result, holders of our shares may have more difficulty in protecting their interests in the face of actions by members of our management board and supervisory board than if we were incorporated in the United States.

In the performance of its duties, our management board and supervisory board will be required by Dutch law to act in the interest of the company and its affiliated business, and to consider the interests of our company, our shareholders, our employees and other stakeholders in all cases with reasonableness and fairness. It is possible that some of these parties will have interests that are different from, or in addition to, interests of our shareholders.

Our articles of association and Dutch corporate law contain provisions that may discourage a takeover attempt.

Provisions contained in our amended and restated articles of association and the laws of the Netherlands could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our shareholders. Provisions of our articles of association impose various procedural and other requirements, which could make it more difficult for shareholders to effect certain corporate actions. Among other things, these provisions:


•	authorize our management board, with the approval of our supervisory board, for a period of five years (which ends on May 19, 2022, unless extended) to issue common stock, including for defensive purposes, without shareholder approval; and


•	do not provide for shareholder action by written consent, thereby requiring all shareholder actions to be taken at a general meeting of shareholders.

These provisions, alone or together, could delay hostile takeovers and changes in control of our company or changes in our management.

It may be difficult for you to obtain or enforce judgments against us or some of our executive officers and directors in the United States or the Netherlands.

We were formed under the laws of the Netherlands and, as such, the rights of holders of our ordinary shares and the civil liability of our directors will be governed by the laws of the Netherlands and our amended and restated articles of association.

In the absence of an applicable convention between the United States and the Netherlands providing for the reciprocal recognition and enforcement of judgments (other than arbitration awards and divorce decrees) in civil and commercial matters, a judgment rendered by a court in the United States will not automatically be recognized by the courts of the Netherlands. In principle, the courts of the Netherlands will be free to decide, at their own discretion, if and to what extent a judgment rendered by a court in the United States should be recognized in the Netherlands.

Without prejudice to the above, in order to obtain enforcement of a judgment rendered by a United States court in the Netherlands, a claim against the relevant party on the basis of such judgment should be brought before the competent court of the Netherlands. During the proceedings such court will assess, when requested, whether a foreign judgment meets the above conditions. In the affirmative, the court may order that substantive examination of the matter shall be dispensed with. In such case, the court will confine itself to an order reiterating the foreign judgment against the party against whom it had been obtained. Otherwise, a new substantive examination will take place.

In all of the above situations, we note the following rules as applied by Dutch courts:


•	where all other elements relevant to the situation at the time of the choice are located in a country other than the country whose law has been chosen, the choice of the parties shall not prejudice the application of provisions of the law of that other country which cannot be derogated from by agreement;


•	the overriding mandatory provisions of the law of the courts remain applicable (irrespective of the law chosen);


•	effect may be given to overriding mandatory provisions of the law of the country where the obligations arising out of the relevant transaction documents have to be or have been performed, insofar as those overriding mandatory provisions render the performance of the contract unlawful; and


•	the application of the law of any jurisdiction may be refused if such application is manifestly incompatible with the public policy (openbare orde) of the courts.

Under our amended and restated articles of association, we will indemnify and hold our officers and directors harmless against all claims and suits brought against them, subject to limited exceptions. Under our amended and restated articles of association, to the extent allowed by law, the rights and obligations among or between us, any of our current or former directors, officers and employees and any current or former shareholder will be governed exclusively by the laws of the Netherlands and subject to the jurisdiction of Dutch courts, unless those rights or obligations do not relate to or arise out of their capacities listed above. Although there is doubt as to whether U.S. courts would enforce such provision in an action brought in the United States under U.S. securities laws, this provision could make judgments obtained outside of the Netherlands more difficult to have recognized and enforced against our assets in the Netherlands or jurisdictions that would apply Dutch law. Insofar as a release is deemed to represent a condition, stipulation or provision binding any person acquiring our ordinary shares to waive compliance with any provision of the Securities Act or of the rules and regulations of the SEC, such release will be void.

Tax Risks

Changes in tax laws, treaties or regulations or adverse outcomes resulting from examination of our tax returns could adversely affect our financial results.

Our future effective tax rates could be adversely affected by changes in tax laws, treaties and regulations, both in the United States and internationally. Tax laws, treaties and regulations are highly complex and subject to interpretation. Consequently, we are subject to changing tax laws, treaties and regulations in and between countries in which we operate or are resident. Our income tax expense is based upon the interpretation of the tax laws in effect in various countries at the time that the expense was incurred. A change in these tax laws, treaties or regulations, or in the interpretation thereof, could

result in a materially higher tax expense or a higher effective tax rate on our worldwide earnings. If any country successfully challenges our income tax filings based on our structure, or if we otherwise lose a material tax dispute, our effective tax rate on worldwide earnings could increase substantially and our financial results could be materially adversely affected.

U.S. tax authorities could treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to U.S. holders.

A foreign corporation will be treated as a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of “passive income” or (2) at least 50% of the average value of the corporation’s assets for any taxable year produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest and gains from the sale or exchange of investment property and rents and royalties other than certain rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business, but does not include income derived from the performance of services. U.S. shareholders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC, and the gain, if any, they derive from the sale or other disposition of their interests in the PFIC.

We believe that we will not be a PFIC for the current taxable year or for any future taxable year. However, this involves a facts and circumstances analysis and it is possible that the IRS would not agree with our conclusion, or the U.S. tax laws could change significantly.

U.S. “anti-inversion” tax laws could negatively affect our results and could result in a reduced amount of foreign tax credit for U.S. holders.

Under rules contained in U.S. tax law, we would be subject to tax as a U.S. corporation in the event that we acquire substantially all of the assets of a U.S. corporation and the equity owners of that U.S. corporation own at least 80% (calculated without regard for any stock issued in a public offering) of our stock by reason of holding stock in the U.S. corporation.

We acquired the assets of Mosing Holdings (a Delaware limited liability company); however, the ownership of Mosing Holdings in our stock, taking into account common stock that Mosing Holdings is deemed to own under the “stock equivalent” rules, is below the 80% standard for the application of the rules. Accordingly, we do not believe these rules should apply.

There can be no assurance that the IRS will not challenge our determination that these rules are inapplicable. In the event that these rules were applicable, we would be subject to U.S. federal income tax on our worldwide income, which would negatively impact our cash available for distribution and the value of our common stock. Application of the rules could also adversely affect the ability of a U.S. holder to obtain a U.S. tax credit with respect to any Dutch withholding tax imposed on a distribution.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

In order to design, manufacture and service the proprietary products that support our operations, as well as those that we offer for sale directly to external customers, we maintain several manufacturing and service facilities around the world. Though our manufacturing and service capabilities are primarily concentrated in the U.S., we currently provide our services and products in approximately 50 countries.

The following table details our material facilities by segment, owned or leased by us as of December 31, 2018 .



Location	Leased or Owned	Principal/Most Significant Use

All Segments
Houston, Texas	Leased	Corporate office
Den Helder, the Netherlands	Owned	Regional operations and administration

U.S. Services and Tubular Sales Segments
Lafayette, Louisiana	Owned	Regional operations, manufacturing, engineering and administration
New Iberia, Louisiana	Leased	Regional operations

International Services Segment
Aberdeen, Scotland	Owned	Regional operations, engineering and administration
Dubai, United Arab Emirates	Leased	Regional operations and administration
Kuala Lumpur, Malaysia	Leased	Regional operations and administration
Macaé, Brazil	Leased	Regional operations and administration

Blackhawk Segment
Houma, Louisiana	Leased	Regional operations, manufacturing and administration

Our largest manufacturing facility is located in Lafayette, Louisiana, where we manufacture a substantial portion of our tubular handling tools. The facility serves our U.S. Services segment in the U.S. Gulf of Mexico and our Tubular Sales segment. The Lafayette facility is our global headquarters for the design and manufacture of our equipment and is situated on a total of 170 acres. The main facility occupies 148 acres and consists of manufacturing, operations, pipe storage, training and administration. The remaining 22 acres located off of the main campus consists of manufacturing, warehousing and administration. There is a total of 16 buildings onsite and 16 buildings offsite. Our manufacturing operations occupy 15 of the 32 buildings, with the remaining buildings dedicated to administration, training and other operational tasks. The main administrative building within the facility is approximately 172,636 square feet. We believe the facilities that we currently occupy are suitable for their intended use.

Item 3. Legal Proceedings

We are the subject of lawsuits and claims arising in the ordinary course of business from time to time. A liability is accrued when a loss is both probable and can be reasonably estimated. We had no material accruals for loss contingencies, individually or in the aggregate, as of December 31, 2018 . We believe the probability is remote that the ultimate outcome of these matters would have a material adverse effect on our financial position, results of operations or cash flows. See Note 18—Commitments and Contingencies in the Notes to Consolidated Financial Statements, which are incorporated herein by reference to Part II, Item 8 “Financial Statements and Supplementary Data” of this Form 10-K.

We are conducting an internal investigation of the operations of certain of our foreign subsidiaries in West Africa including possible violations of the FCPA, our policies and other applicable laws. In June 2016, we voluntarily disclosed the existence of our extensive internal review to the SEC, the DOJ and other governmental entities. It is our intent to continue to fully cooperate with these agencies and any other applicable authorities in connection with any further investigation that may be conducted in connection with this matter. To date, our review has not indicated that there has been any material impact on our previously filed financial statements, although we have continued to collect information and cooperate with the authorities.

In addition, during the course of the investigation, we discovered historical business transactions (and bids to enter into business transactions) in certain countries that may have been subject to U.S. and other international sanctions. We disclosed this information to the U.S. Department of Commerce’s Bureau of Industry and Security, Office of Export Enforcement (“OEE”) and to the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) (as well as to the agencies involved in our ongoing investigation discussed above). We received a No Action Letter dated April 20, 2018 from OEE,

stating that OEE had closed its investigation without taking further action. In addition, we received a No Action Letter dated April 23, 2018 from OFAC, stating that OFAC had closed its investigation without taking further action.

As disclosed above, our investigation into possible violations of the FCPA remains ongoing, and it is our intent to continue to cooperate with the SEC, DOJ and other relevant governmental entities in connection therewith. At this time, we are unable to predict the ultimate resolution of these matters with these agencies, including any financial impact to us. Our board and management are committed to continuously enhancing our internal controls that support improved compliance and transparency throughout our global operations.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is traded on the NYSE under the symbol “FI”.

On February 18, 2019 , we had 224,455,806 shares of common stock outstanding. The common shares outstanding at February 18, 2019 were held by approximately 29 record holders. The actual number of shareholders is greater than the number of holders of record.

See Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for discussion of equity compensation plans.

Dividend Policy

The declaration and payment of future dividends will be at the discretion of the Board of Supervisory Directors and will depend upon, among other things, future earnings, general financial condition, liquidity, capital requirements and general business conditions. Accordingly, there can be no assurance that we will pay dividends. On October 27, 2017, the Board of Managing Directors of the Company, with the approval of the Board of Supervisory Directors of the Company, approved a plan to suspend the Company’s quarterly dividend in order to preserve capital for various purposes, including to invest in growth opportunities.

Unregistered Sales of Equity Securities

We did not have any sales of unregistered equity securities during the year ended December 31, 2018 that we have not previously reported on a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

Issuer Purchases of Equity Securities

None.

Performance Graph

The following performance graph compares the performance of our common stock to the PHLX Oil Service Sector Index, Russell 2000 Index and to a peer group established by management. The peer group consists of the following companies: Baker Hughes Inc., Core Laboratories N.V., Diamond Offshore Drilling, Inc., Dril-Quip, Inc., Ensco plc, Forum Energy Technologies, Inc., Halliburton Company, Helmerich & Payne, Inc., Hornbeck Offshore Services, Inc., Nabors Industries Ltd., National Oilwell Varco, Inc., Oceaneering International, Inc., Patterson-UTI Energy, Inc., Rowan Companies plc, Schlumberger N.V., Transocean Ltd. and Weatherford International Ltd.

The graph below compares the cumulative total return to holders of our common stock with the cumulative total returns of the PHLX Oil Service Sector Index, Russell 2000 Index and our peer group for the period from December 31, 2013 through December 31, 2018. The graph assumes that the value of the investment in our common stock was $100 at December 31, 2013 and for each index (including reinvestment of dividends) and tracks the return on the investment through December 31, 2018. The shareholder return set forth herein is not necessarily indicative of future performance.

*$100 invested on 12/31/2013, including reinvestment of dividends.

Fiscal year ending December 31.

The performance graph above and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate by reference.

Item 6. Selected Financial Data

The selected consolidated financial information contained below is derived from our Consolidated Financial Statements and should be read in conjunction with Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations” and our audited Consolidated Financial Statements that are included in this Form 10-K. Our historical results are not necessarily indicative of our results to be expected in any future period.



	Year Ended December 31,
	2018			2017			2016			2015		2014
	(in thousands, except per share amounts)
Financial Statement Data:
Revenue	$	522,493		$	454,795		$	487,531		$	974,600	$	1,152,632
Net income (loss)	(90,733		)	(159,457		)	(156,079		)	106,110		229,312
Total assets	1,193,929			1,261,769			1,588,061			1,726,838		1,758,681
Debt	5,627			4,721			276			7,321		304
Total equity	1,034,772			1,115,901			1,311,319			1,451,426		1,472,536

Earnings Per Share Information:
Basic income (loss) per common share	$	(0.41	)	$	(0.72	)	$	(0.77	)	$	0.51	$	1.03

Diluted income (loss) per common share	$	(0.41	)	$	(0.72	)	$	(0.77	)	$	0.50	$	1.03

Weighted average common shares outstanding:
Basic	223,999			222,940			176,584			154,662		153,814
Diluted	223,999			222,940			176,584			209,152		207,828
Cash dividends per common share	$	—		$	0.225		$	0.45		$	0.60	$	0.45

Other Data:
Adjusted EBITDA ⁽¹⁾	$	33,232		$	5,715		$	25,031		$	319,086	$	451,513

⁽¹⁾

Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. For a definition and a reconciliation of Adjusted EBITDA to our income from continuing operations, its most directly comparable financial measure presented in accordance with GAAP, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - How We Evaluate Our Operations - Adjusted EBITDA and Adjusted EBITDA Margin.”

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the related notes thereto included in Part II, Item 8, “Financial Statements and Supplementary Data” included in this Form 10-K.

This section contains forward-looking statements that are based on management’s current expectations, estimates and projections about our business and operations, and involve risks and uncertainties. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements because of various factors, including those described in the sections titled “Cautionary Note Regarding Forward-Looking Statements,” Part I, Item 1A, “Risk Factors” and elsewhere in this Form 10-K.

Overview of Business

We are a global provider of highly engineered tubular services, tubular fabrication and specialty well construction and well intervention solutions to the oil and gas industry and have been in business for 80 years. We provide our services and products to leading exploration and production companies in both offshore and onshore environments, with a focus on complex and technically demanding wells.

We conduct our business through four operating segments:


•	International Services. We currently provide our tubular services in approximately 50 countries on six continents. Our customers in these international markets are primarily large exploration and production companies, including integrated oil and gas companies and national oil and gas companies , and other oilfield services companies .


•	U.S. Services. We provide tubular services in the active onshore oil and gas drilling regions in the U.S., including the Permian Basin, Eagle Ford Shale, Haynesville Shale, Marcellus/Utica Shale, Niobrara Shale, Woodford Shale, Green River Basin and Uintah Basin, as well as in the U.S. Gulf of Mexico.

•

Tubular Sales. We design, manufacture and distribute large OD pipe, connectors and casing attachments and sell large OD pipe originally manufactured by various pipe mills. We also provide specialized fabrication and welding services in support of offshore projects, including drilling and production risers, flowlines and pipeline end terminations, as well as long-length tubulars (up to 300 feet in length) for use as caissons or pilings. This segment also designs and manufactures proprietary equipment for use in our International and U.S. Services segments.


•	Blackhawk. We provide well construction and well intervention services and products, in addition to cementing tool expertise, in the U.S. and Mexican Gulf of Mexico, onshore U.S. and other select international locations. Blackhawk’s customer base consists primarily of major and independent oil and gas companies as well as other oilfield services companies.

How We Generate Our Revenue

The majority of our services revenues are derived primarily from providing tubular services, which involves the handling and installation of multiple joints of pipe to establish a cased wellbore and the installation of smaller diameter pipe inside a cased wellbore.

In contrast, our product revenues are derived from sales of certain products, including large OD pipe connectors and large OD pipe manufactured by third parties, directly to external customers.

Our Blackhawk revenues are derived from well construction and well intervention services and products. The revenues have historically been split evenly between service revenue and product revenue.

In addition, our customers typically reimburse us for transportation costs that we incur in connection with transporting our products and equipment from our staging areas to the customers’ job sites.

Outlook

For our offshore businesses, both in the U.S. and internationally, we expect the trend of the last few years of less predictable, shorter-term projects to stabilize, if not reverse slightly in 2019. In 2018, we made significant market share gains globally and expect to continue to maintain those gains in certain markets, but competitive pricing is likely to persist that could result in lower growth in both revenue and margins.

Our onshore operations are expected to see sequential improvement, particularly in the U.S. onshore market, as drilling activity levels remain robust. The increase in demand for our services combined with a leaner cost structure is expected to result in higher revenues and improved profitability for this business in 2019.

The Tubular Sales segment is primarily driven by specialized needs of our customers and the timing of projects, specifically in the Gulf of Mexico. We expect to benefit from increased sales in select international markets that are predicted to supplement our flat to slightly down outlook in the offshore Gulf of Mexico.

The Blackhawk segment product and service lines are expected to see meaningful improvement in 2019. The U.S. onshore products and services will likely improve significantly from the expansion of new physical presence into new basins previously underrepresented. The growth of Blackhawk into international offshore markets is expected to see a significant sequential improvement as new equipment is built, certified and deployed in these markets. However, the U.S. Gulf of Mexico market expects to see continued headwinds as operator activity is expected to be flat to slightly down.

Overall, our market outlook continues to be modestly improved. The onshore markets in the U.S. are stable and we are expecting higher activity from select international offshore markets. We expect to continue to deploy new tools and services into select international markets with historical underrepresentation by the Blackhawk and Tubular Sales segments. We remain in a very strong position financially with a significant cash balance relative to our debt.

How We Evaluate Our Operations

We use a number of financial and operational measures to routinely analyze and evaluate the performance of our business, including revenue, Adjusted EBITDA, Adjusted EBITDA margin and safety performance.

Revenue

We analyze our revenue growth by comparing actual monthly revenue to our internal projections for each month to assess our performance. We also assess incremental changes in our monthly revenue across our operating segments to identify potential areas for improvement.

Adjusted EBITDA and Adjusted EBITDA Margin

EBITDA and Adjusted EBITDA margin on both a consolidated basis and on a segment basis. We use Adjusted EBITDA and Adjusted EBITDA margin to assess our financial performance because it allows us to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization), items outside the control of our management team (such as income tax and foreign currency exchange rates) and other charges outside the normal course of business. Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools and should not be considered as an alternative to net income (loss), operating income (loss), cash flow from operating activities or any other measure of financial performance presented in accordance with generally accepted accounting principles in the U.S. (“GAAP”).

The following table presents a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to net loss for each of the periods presented (in thousands):



	Year Ended December 31,
	2018			2017			2016

Net loss	$	(90,733	)	$	(159,457	)	$	(156,079	)
Interest income, net	(4,243		)	(2,309		)	(2,073		)
Depreciation and amortization	111,292			122,102			114,215
Income tax expense (benefit)	(2,950		)	72,918			(25,643		)
(Gain) loss on disposal of assets	(1,309		)	(2,045		)	1,117
Foreign currency (gain) loss	5,675			(2,075		)	10,819
TRA related adjustments ⁽¹⁾	1,359			(122,515		)	—
Charges and credits ⁽²⁾	14,141			99,096			82,675
Adjusted EBITDA	$	33,232		$	5,715		$	25,031
Adjusted EBITDA margin	6.4		%	1.3		%	5.1		%

(1) Please see Note 13—Related Party Transactions in the Notes to Consolidated Financial Statements for further discussion.

(2)

Comprised of Equity-based compensation expense (2018: $10,621 ; 2017: $13,862 ; 2016: $15,978 ), Mergers and acquisition expense (2018: $58 ; 2017: $459 ; 2016: $13,784 ), Severance and other charges (credits), net (2018: $(310) ; 2017: $75,354 ; 2016: $46,406 ), Unrealized and realized (gains) losses (2018: $(1,682) ; 2017: $2,791 ; 2016: $110 ), Investigation-related matters (2018: $5,454 ; 2017: $6,143 ; 2016: $ 6,397 ) and Other adjustments (2018: none ; 2017: $487 ; 2016: none ).

Safety Performance

Safety is our primary core value. Maintaining a strong safety record is a critical component of our operational success. Many of our customers have safety standards we must satisfy before we can perform services. As a result, we continually monitor and improve our safety performance through the evaluation of safety observations, job and customer surveys, and safety data. The primary measure for our safety performance is the tracking of the Total Recordable Incident Rate (“TRIR”). TRIR is a measure of the rate of recordable workplace injuries, normalized on the basis of 100 full time employees for an annual period. The factor is derived by multiplying the number of recordable injuries in a calendar year by 200,000 and dividing this value by the total hours actually worked in the year. A recordable injury includes occupational death, nonfatal occupational illness, and other occupational injuries that involve loss of consciousness, lost time injuries, restriction of work or motion cases, transfer to another job, or medical treatment cases other than first aid.

The table below presents our worldwide TRIR for the years ended December 31, 2018 , 2017 and 2016 :



	Year Ended December 31,
	2018	2017	2016

TRIR	0.84	0.57	0.87

Results of Operations

The following table presents our consolidated results for the periods presented (in thousands):



	Year Ended December 31,
	2018			2017			2016

Revenues:
Services	$	416,781		$	364,061		$	397,369
Products	105,712			90,734			90,162
Total revenue	522,493			454,795			487,531

Operating expenses:
Cost of revenues, exclusive of depreciation and amortization
Services	265,688			223,222			246,652
Products	84,429			87,200			70,616
General and administrative expenses	155,584			163,704			171,887
Depreciation and amortization	111,292			122,102			114,215
Severance and other charges (credits), net	(310		)	75,354			46,406
(Gain) loss on disposal of assets	(1,309		)	(2,045		)	1,117
Operating loss	(92,881		)	(214,742		)	(163,362		)

Other income (expense):
TRA related adjustments ⁽¹⁾	(1,359		)	122,515			—
Other income	2,047			1,763			4,170
Interest income, net	4,243			2,309			2,073
Mergers and acquisition expense	(58		)	(459		)	(13,784		)
Foreign currency gain (loss)	(5,675		)	2,075			(10,819		)
Total other income (expense)	(802		)	128,203			(18,360		)
Loss before income taxes	(93,683		)	(86,539		)	(181,722		)
Income tax expense (benefit)	(2,950		)	72,918			(25,643		)
Net loss	(90,733		)	(159,457		)	(156,079		)
Less: Net loss attributable to noncontrolling interest	—			—			(20,741		)
Net loss attributable to Frank’s International N.V.	$	(90,733	)	$	(159,457	)	$	(135,338	)

⁽¹⁾ Please see Note 13—Related Party Transactions in the Notes to Consolidated Financial Statements for further discussion.

Consolidated Results of Operations

Year Ended December 31, 2018 Compared to Year Ended December 31, 2017

Revenues . Revenues from external customers, excluding intersegment sales, for the year ended December 31, 2018 increased by $67.7 million , or 14.9% , to $522.5 million from $454.8 million for the year ended December 31, 2017 . Revenues increased across all of our segments primarily as a result of improved activity levels, particularly in the western hemisphere. Revenues for our segments are discussed separately below under the heading “Operating Segment Results.”

Cost of revenues, exclusive of depreciation and amortization . Cost of revenues for the year ended December 31, 2018 increased by $39.7 million , or 12.8% , to $350.1 million from $310.4 million for the year ended December 31, 2017 . The increase was primarily due to higher activity levels and mix of work in the U.S. Services and Blackhawk segments, partially offset by productivity actions taken in 2017 and 2018.

General and administrative expenses. General and administrative (“G&A”) expenses for the year ended December 31, 2018 decreased by $8.1 million , or 5.0% , to $155.6 million from $163.7 million for the year ended December 31, 2017 ,

primarily due to lower professional fees and stock-based compensation expense, as well as reduced expenses associated with aircraft sold in 2017.

Depreciation and amortization. Depreciation and amortization for the year ended December 31, 2018 decreased by $10.8 million , or 8.9% , to $111.3 million from $122.1 million for the year ended December 31, 2017 , as a result of a lower depreciable base due to decreased capital expenditures in recent years.

Severance and other charges (credits), net. Severance and other charges (credits), net for the year ended December 31, 2018 changed by $75.7 million to a credit of $0.3 million from a charge of $75.4 million for the year ended December 31, 2017 . In 2017, we recorded impairments of our pipe and connectors inventory of $51.2 million and accounts receivable write offs of $15.0 million related to Venezuela, Nigeria and Angola. During the fourth quarter of 2017, management decided to significantly reduce our footprint in Nigeria and Angola by exiting certain bases and temporarily abandoning our investment in Venezuela. In 2018, we recovered $4.9 million of previously written off receivables from a customer in Angola. See Note 19 — Severance and Other Charges (Credits), net in the Notes to Consolidated Financial Statements for additional information.

Foreign currency gain (loss) . Foreign currency gain (loss) for the year ended December 31, 2018 changed by $7.8 million to a loss of $5.7 million from a gain of $2.1 million for the year ended December 31, 2017 . The change in foreign currency results was primarily driven by the strengthening of the U.S. dollar against other currencies.

Income tax expense (benefit). Income tax expense (benefit) for the year ended December 31, 2018 changed by $75.9 million to a benefit of $3.0 million from an expense of $72.9 million for the year ended December 31, 2017 . The effective income tax rate was 3.1% and (84.3)% for the years ended December 31, 2018 and December 31, 2017 , respectively. The change from 2017 to 2018 was primarily because in 2017 we: (1) recorded valuation allowances against our net deferred tax assets, (2) reversed deferred taxes in conjunction with the derecognition of the TRA, and (3) recorded the effect of a change in U.S. federal income tax rates on our deferred tax assets and liabilities. In addition, in 2018 we recorded a deferred tax benefit in conjunction with the reorganization of our intercompany leasing operations. Excluding these one-time items, the effective income tax rate and income tax expense (benefit) for 2017 would have been 57.4% and $(49.7) million, respectively and the effective income tax rate and income tax expense (benefit) for 2018 would have been 8.8% and $(8.3) million, respectively. The change from 2017 to 2018, excluding one-time items, is primarily due to changes in the jurisdictional mix of earnings and the application of the reduced U.S. tax rate of 21% to our U.S. operations.

We are subject to many U.S. and foreign tax jurisdictions and many tax agreements and treaties among the various taxing authorities. Our operations in these jurisdictions are taxed on various bases such as income before taxes, deemed profits (which is generally determined using a percentage of revenues rather than profits) and withholding taxes based on revenues; consequently, the relationship between our pre-tax income from operations and our income tax provision varies from period to period.

Year Ended December 31, 2017 Compared to Year Ended December 31, 2016

Revenues. Revenues from external customers, excluding intersegment sales, for the year ended December 31, 2017 decreased by $32.7 million, or 6.7%, to $454.8 million from $487.5 million for the year ended December 31, 2016. The decrease was primarily attributable to lower revenues in the majority of our segments due to declining activity as depressed oil and gas prices resulted in reduced rig count in offshore markets, downward pricing pressures, rig cancellations and delays as well as deferred work scopes in the International and offshore U.S. Services regions. Tubular Sales decreased due to lower international demand and decreased deepwater fabrication revenue. The decreased revenues were partially offset by an increase in revenues from our Blackhawk segment of $61.0 million resulting from our acquisition of Blackhawk in November 2016 and improved U.S. onshore revenues. See Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements for additional information on our Blackhawk acquisition. Revenues for our segments are discussed separately below under the heading “Operating Segment Results.”

Cost of revenues, exclusive of depreciation and amortization. Cost of revenues for the year ended December 31, 2017 decreased by $6.8 million, or 2.2%, to $310.4 million from $317.3 million for the year ended December 31, 2016. The decrease was primarily due to lower cost of product sales in our Tubular Sales segment driven by lower activity volumes

and cost cutting initiatives, partially offset by $26.6 million in additional cost of revenues related to our Blackhawk acquisition, which was acquired in November 2016.

General and administrative expenses. General and administrative (“G&A”) expenses for the year ended December 31, 2017 decreased by $8.2 million, or 4.8%, to $163.7 million from $171.9 million for the year ended December 31, 2016, primarily due to the bad debt expense related to Venezuelan receivables in 2016, a reduction in compensation and benefit related expenses, and one-time property tax credits earned in 2017, partially offset by higher IT expenses and increased G&A expense related to the Blackhawk acquisition. Expense related to the write-off of Venezuelan receivables in 2017 is included in severance and other charges (credits), net.

Depreciation and amortization. Depreciation and amortization for the year ended December 31, 2017 increased by $7.9 million, or 6.9%, to $122.1 million from $114.2 million for the year ended December 31, 2016. The increase was primarily attributable to our Blackhawk acquisition, partially offset by a lower depreciable base as a result of asset retirements during the fourth quarter of 2016.

Severance and other charges (credits), net. Severance and other charges (credits), net for the year ended December 31, 2017 increased $28.9 million, or 62.4%, to $75.4 million, primarily due to impairments of our pipe and connectors inventory of $51.2 million and accounts receivable write offs of $15.0 million related to Venezuela, Nigeria and Angola. During the fourth quarter of 2017, management decided to significantly reduce our footprint in Nigeria and Angola by exiting certain bases and temporarily abandoning our investment in Venezuela. This was partially offset by lower severance and other costs of $13.8 million and lower fixed asset retirements and abandonments of $23.4 million as compared to the prior year. See Note 19—Severance and Other Charges (Credits), net in the Notes to Consolidated Financial Statements for additional information.

Foreign currency gain (loss). Foreign currency gain (loss) for the year ended December 31, 2017 changed by $12.9 million to a gain of $2.1 million from a loss of $10.8 million for the year ended December 31, 2016. The change was primarily due to the devaluation of the Nigerian Naira during 2016.

Income tax expense (benefit). Income tax expense (benefit) for the year ended December 31, 2017 changed by $98.6 million to an expense of $72.9 million from a benefit of $25.6 million for the year ended December 31, 2016. The effective income tax rate was (84.3)% and 14.1% for the years ended December 31, 2017 and December 31, 2016, respectively. The change from 2016 to 2017 was primarily because of recording valuation allowances against our net deferred tax assets, and the reversal of deferred taxes associated with the derecognition of the TRA. Excluding these one-time items, the effective income tax rate and income tax expense (benefit) for 2017 would have been 57.4% and $(49.7) million, respectively. The change from 2016 to 2017, excluding one-time items, is primarily due to changes in the jurisdictional mix of earnings.

On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Act”) was enacted into law. Among the significant changes made by the Act was the reduction of the federal income tax rate from 35% to 21% as well as the imposition of a one-time repatriation tax on deemed repatriated earnings of certain foreign subsidiaries. US GAAP requires that the impact of the Tax Act be recognized in the period in which the law was enacted. Because of the change in tax rate, the Company recorded a $23.8 million reduction in the value of its deferred tax assets and liabilities. The reduction in value was fully offset by a corresponding change in valuation allowance. The net effect on total tax expense was zero. Due to its legal structure, the Company did not incur any liability with respect to the repatriation tax.

Operating Segment Results

The following table presents revenues and Adjusted EBITDA by segment (in thousands):



	Year Ended December 31,
	2018			2017			2016

Revenue:
International Services	$	222,992		$	206,746		$	237,207
U.S. Services	148,941			118,815			152,827
Tubular Sales	61,415			58,210			87,515
Blackhawk	89,145			71,024			9,982
Total	$	522,493		$	454,795		$	487,531

Segment Adjusted EBITDA: ⁽¹⁾
International Services	$	35,498		$	30,801		$	33,264
U.S. Services ⁽²⁾	(18,115		)	(39,357		)	(11,012		)
Tubular Sales	3,153			3,181			1,741
Blackhawk	12,696			11,090			1,038
Total	$	33,232		$	5,715		$	25,031


⁽¹⁾	Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. (For a reconciliation of our Adjusted EBITDA, see “—Adjusted EBITDA and Adjusted EBITDA Margin.”)


⁽²⁾	Includes all corporate general and administrative expenses.

Year Ended December 31, 2018 Compared to Year Ended December 31, 2017

International Services

Revenue for the International Services segment was $223.0 million for the year ended December 31, 2018 , an increase of $16.2 million , or 7.9% , compared to $206.7 million for the same period in 2017 , primarily due to activity improvements in offshore Western Hemisphere, Asia Pacific and the Middle East, which were partially offset by lower activity levels in Africa and decreased work scope in the North Sea.

Adjusted EBITDA for the International Services segment was $35.5 million for the year ended December 31, 2018 , an increase of $4.7 million , or 15.2% , compared to $30.8 million for the same period in 2017 , primarily due to efficiency gains with higher revenues and upsell work in offshore Western Hemisphere, partially offset by decreased work scope in the North Sea. Prior year results were positively impacted by a tax credit that did not repeat in 2018.

U.S. Services

Revenue for the U.S. Services segment was $148.9 million for the year ended December 31, 2018 , an increase of $30.1 million , or 25.4% , compared to $118.8 million for the same period in 2017 . Onshore services revenue increased by $18.8 million as a result of improved activity from increased rig counts. The offshore business saw an increase in revenue of $11.3 million as a result of increased rig counts and higher service activity in the Gulf of Mexico.

Adjusted EBITDA for the U.S. Services segment was a loss of $18.1 million for the year ended December 31, 2018 , a favorable change of $21.2 million , or 54.0% , compared to a loss of $39.4 million for the same period in 2017 , primarily due to an increase in onshore services activity and lower corporate costs, partially offset by lower pricing for our offshore services.

Tubular Sales

Revenue for the Tubular Sales segment was $61.4 million for the year ended December 31, 2018 , an increase of $3.2 million , or 5.5% , compared to $58.2 million for the same period in 2017 , primarily as a result of increased cavern well activity and higher sales activity in Mexico.

Adjusted EBITDA for the Tubular Sales segment was $3.2 million for the year ended December 31, 2018 , which was flat compared to 2017 , as increased profitability from improved activity levels was offset by higher manufacturing costs.

Blackhawk

Revenue for the Blackhawk Segment was $89.1 million for the year ended December 31, 2018 , an increase of $18.1 million , or 25.5% , compared to $71.0 million for the same period in 2017 , driven by strong activity in the U.S. onshore market, growth in international markets and increased market share and new product offerings in the Gulf of Mexico.

Adjusted EBITDA for the Blackhawk segment was $12.7 million for the year ended December 31, 2018 , an increase of $1.6 million , or 14.5% , compared to $11.1 million for the same period in 2017 , primarily due to improved operational results, partially offset by higher corporate overhead expense driven by bonus and medical claims expense allocations. See Note 1—Basis of Presentation and Significant Accounting Policies in the Notes to Consolidated Financial Statements.

Year Ended December 31, 2017 Compared to Year Ended December 31, 2016

International Services

Revenue for the International Services segment was $206.7 million for the year ended December 31, 2017, a decrease of $30.5 million, or 12.8%, compared to $237.2 million for the same period in 2016, primarily due to lower offshore rig counts globally and increased pricing pressure on new contracts. Revenue declines in our Africa, Europe, and Asia Pacific regions were mostly attributable to our major customers reducing the amount of work they do in the regions, which was partially offset by our attempts to expand into countries with drilling activity where we have historically had a smaller presence and increases in Canada and the Middle East due to higher activity with key customers.

Adjusted EBITDA for the International Services segment was $30.8 million for the year ended December 31, 2017, a decrease of $2.5 million, or 7.4%, compared to $33.3 million for the same period in 2016, primarily due to the decrease in revenue, which was partially offset by lower expenses due to reduced activity and cost-cutting measures.

U.S. Services

Revenue for the U.S. Services segment was $118.8 million for the year ended December 31, 2017, a decrease of $34.0 million, or 22.3%, compared to $152.8 million for the same period in 2016, primarily due to a decrease in offshore services revenue of $51.4 million as a result of overall lower activity from weaknesses seen in the Gulf of Mexico due to rig cancellations and delays, coupled with downward pricing pressures. This was partially offset by an increase in onshore services revenue of $17.4 million as a result of improved activity due to increased oil prices, which has led to higher rig counts and more favorable pricing.

Adjusted EBITDA for the U.S. Services segment was a loss of $39.4 million for the year ended December 31, 2017, a decrease of $28.3 million, or 257.4%, compared to a loss of $11.0 million for the same period in 2016, primarily due to higher pricing concessions, increased asset related expenses and higher labor costs to support increased land activity, as well as higher corporate and other costs, which were attributable to ongoing global corporate initiatives.

Tubular Sales

Revenue for the Tubular Sales segment was $58.2 million for the year ended December 31, 2017, a decrease of $29.3 million, or 33.5%, compared to $87.5 million for the same period in 2016, primarily as a result of lower deepwater activity in the Gulf of Mexico.

Adjusted EBITDA for the Tubular Sales segment was $3.2 million for the year ended December 31, 2017, an increase of $1.4 million, or 82.7%, compared to $1.7 million for the same period in 2016, due to cost cutting measures and lower product costs, offset by an increase in freight costs associated with project work.

Blackhawk

The Blackhawk segment is comprised solely of the assets we acquired on November 1, 2016. Revenues and Adjusted EBITDA for the segment were $71.0 million and $11.1 million, respectively, for the year ended December 31, 2017, compared to $10.0 million and $1.0 million, respectively, for the two months ended December 31, 2016.

Liquidity and Capital Resources

Liquidity

At December 31, 2018 , we had cash and cash equivalents and short-term investments of $212.8 million and debt of $5.6 million . Our primary sources of liquidity to date have been cash flows from operations. Our primary uses of capital have been for organic growth capital expenditures and acquisitions. We continually monitor potential capital sources, including equity and debt financing, in order to meet our investment and target liquidity requirements.

Our total capital expenditures are estimated to range between $40.0 million and $50.0 million for 2019, of which we expect approximately 65% will be used for the purchase and manufacture of equipment and 35% for other property, plant and equipment, inclusive of the purchase or construction of facilities. The actual amount of capital expenditures for the manufacture of equipment may fluctuate based on market conditions. During the years ended December 31, 2018 , 2017 and 2016 , purchases of property, plant and equipment and intangibles were $56.5 million , $22.0 million and $42.1 million , respectively, all of which were funded from internally generated sources. We believe our cash on hand and cash flows from operations will be sufficient to fund our capital expenditure and liquidity requirements for the next twelve months.

The timing, declaration, amount of, and payment of any dividends is within the discretion of our board of managing directors subject to the approval of our Board of Supervisory Directors and will depend upon many factors, including our financial condition, earnings, capital requirements, covenants associated with certain of our debt service obligations, legal requirements, regulatory constraints, industry practice, ability to access capital markets, and other factors deemed relevant by our board of managing directors and our Board of Supervisory Directors. We do not have a legal obligation to pay any dividend and there can be no assurance that we will be able to do so. On October 27, 2017, the Board of Managing Directors of the Company, with the approval from the Board of Supervisory Directors of the Company, approved a plan to suspend the Company’s quarterly dividend in order to preserve capital for various purposes, including to invest in growth opportunities.

Credit Facilities

New Asset Based Revolving Credit Facility

On November 5, 2018, FICV, Frank’s International, LLC and Blackhawk, as borrowers, and FINV, certain of FINV’s subsidiaries, including FICV, Frank’s International, LLC, Blackhawk, Frank’s International GP, LLC, Frank’s International, LP, Frank’s International LP B.V., Frank’s International Partners B.V., Frank’s International Management B.V., Blackhawk Intermediate Holdings, LLC, Blackhawk Specialty Tools, LLC, and Trinity Tool Rentals, L.L.C., as guarantors, entered into a five -year senior secured revolving credit facility (the “New ABL Credit Facility”) with JPMorgan Chase Bank, N.A., as administrative agent (the “ABL Agent”), and other financial institutions as lenders with total commitments of $100.0 million including up to $15.0 million available for letters of credit. Subject to the terms of the New ABL Credit Facility, we have the ability to increase the commitments to $200.0 million . The maximum amount that the Company may borrow under the New ABL Credit Facility is subject to a borrowing base, which is based on a percentage of certain eligible accounts receivable and eligible inventory, subject to customary reserves and other adjustments.

All obligations under the New ABL Credit Facility are fully and unconditionally guaranteed jointly and severally by FINV’s subsidiaries, including FICV, Frank’s International, LLC, Blackhawk, Frank’s International GP, LLC, Frank’s International, LP, Frank’s International LP B.V., Frank’s International Partners B.V., Frank’s International Management B.V., Blackhawk Intermediate Holdings, LLC, Blackhawk Specialty Tools, LLC, and Trinity Tool Rentals, L.L.C., subject to customary exceptions and exclusions. In addition, the obligations under the New ABL Credit Facility are secured by first priority liens on substantially all of the assets and property of the borrowers and guarantors, including pledges of equity interests in certain of FINV’s subsidiaries, subject to certain exceptions. Borrowings under the New ABL Credit Facility bear interest at FINV’s option at either (a) the Alternate Base Rate ( “ ABR ” ) (as defined therein), calculated as the greatest of (i) the rate of interest publicly quoted by the Wall Street Journal, as the “prime rate,” subject to each increase or decrease in such prime rate effective as of the date such change occurs, (ii) the federal funds effective rate that is subject to a 0.00% interest rate floor plus 0.50% , and (iii) the one-month Adjusted LIBO Rate (as defined therein) plus 1.00% , or (b) the Adjusted LIBO Rate (as defined therein), plus, in each case, an applicable margin. The applicable interest rate margin ranges from 1.00% to 1.50% per annum for ABR loans and 2.00% to 2.50% per annum for Eurodollar loans and, in each case, is based on FINV’s leverage ratio. The unused portion of the New ABL Credit Facility is subject to a commitment fee that varies from 0.250% to 0.375% per annum, according to average daily unused commitments under the New ABL Credit Facility. Interest on Eurodollar loans is payable at the end of the selected interest period, but no less frequently than quarterly. Interest on ABR loans is payable monthly in arrears.

The New ABL Credit Facility contains various covenants and restrictive provisions which limit, subject to certain customary exceptions and thresholds, FINV’s ability to, among other things, (1) enter into asset sales; (2) incur additional indebtedness; (3) make investments, acquisitions, or loans and create or incur liens; (4) pay certain dividends or make other distributions and (5) engage in transactions with affiliates. The New ABL Credit Facility also requires FINV to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 based on the ratio of (a) consolidated EBITDA (as defined therein) minus unfinanced capital expenditures to (b) Fixed Charges (as defined therein), when either (i) an event of default occurs under the New ABL Facility or (ii) availability under the New ABL Credit Facility falls for at least two consecutive calendar days below the greater of (A) $12.5 million and (B) 15% of the lesser of the borrowing base and aggregate commitments (a “FCCR Trigger Event”). Accounts receivable received by FINV’s U.S. subsidiaries that are parties to the New ABL Credit Facility will be deposited into deposit accounts subject to deposit control agreements in favor of the ABL Agent. After a FCCR Trigger Event, these deposit accounts would be subject to “springing” cash dominion. After a FCCR Trigger Event, the Company will be subject to compliance with the fixed charge coverage ratio and “springing” cash dominion until no default exists under the New ABL Credit Facility and availability under the facility for the preceding thirty consecutive days has been equal to at least the greater of (x) $12.5 million and (y) 15% of the lesser of the borrowing base and the aggregate commitments. If FINV fails to perform its obligations under the agreement that results in an event of default, the commitments under the New ABL Credit Facility could be terminated and any outstanding borrowings under the New ABL Credit Facility may be declared immediately due and payable. The New ABL Credit Facility also contains cross default provisions that apply to FINV’s other indebtedness.

As of December 31, 2018 , FINV had no borrowings outstanding under the New ABL Credit Facility, letters of credit outstanding of $4.9 million and availability of $69.7 million .

Insurance Notes Payable

In 2018, we entered into a note to finance our annual insurance premiums totaling $6.8 million . The note bears interest at an annual rate of 3.9% with a final maturity date in October 2019 . At December 31, 2018 , the total outstanding balance was $5.6 million .

In 2017, we entered into three notes to finance our annual insurance premiums totaling $5.1 million . The notes bear interest at an annual rate of 2.9% with a final maturity date in October 2018 . At December 31, 2017 , the total outstanding balance was $4.7 million .

Cash Flows from Operating, Investing and Financing Activities

Cash flows provided by (used in) our operations, investing and financing activities are summarized below (in thousands):



	Year Ended December 31,
	2018			2017			2016

Operating activities	$	(32,644	)	$	24,774		$	(10,831	)
Investing activities	10,403			(77,709		)	(178,915		)
Financing activities	(7,946		)	(52,471		)	(96,765		)
	(30,187		)	(105,406		)	(286,511		)
Effect of exchange rate changes on cash activities	3,384			(1,105		)	3,678
Decrease in cash and cash equivalents	$	(26,803	)	$	(106,511	)	$	(282,833	)

Statements of cash flows for entities with international operations that use the local currency as the functional currency exclude the effects of the changes in foreign currency exchange rates that occur during any given year, as these are noncash changes. As a result, changes reflected in certain accounts on the consolidated statements of cash flows may not reflect the changes in corresponding accounts on the consolidated balance sheets.

Operating Activities

Cash flow provided by (used in) operating activities was $(32.6) million for the year ended December 31, 2018 as compared to $24.8 million in 2017 . The increase in cash flow used by operating activities in 2018 of $57.4 million as compared to 2017 was primarily a result of unfavorable accounts receivable changes. Most of the increase in cash provided by operating activities during 2017 was due to tax refunds of $29.7 million.

The increase in cash flow provided by operating activities for the year ended December 31, 2017 of $35.6 million as compared to the year ended December 31, 2016 was primarily due to positive working capital changes and the 2017 tax refunds of $29.7 million.

Investing Activities

Cash flow provided by (used in) investing activities was $10.4 million for the year ended December 31, 2018 as compared to $(77.7) million for the year ended December 31, 2017 . The increase of $88.1 million was primarily a result of net investment activity of $129.5 million offset by lower proceeds from sale of assets of $6.9 million and higher purchases of property, plant and equipment from related parties of $36.7 million .

Cash flow used in investing activities was $77.7 million for the year ended December 31, 2017 as compared to $178.9 million for the year ended December 31, 2016. The decrease of $101.2 million period over period was primarily related to related to the acquisition of Blackhawk during 2016, for which $150.4 million in cash was used. In addition, lower purchases of property plant and equipment of $20.2 million and higher proceeds from sale of assets of $10.2 million also contributed to the decrease. These changes were partially offset by a net increase in purchase of investments of $79.8 million, primarily related to net purchases of investments with original maturities greater than three months but less than twelve months.

Financing Activities

Cash flow used in financing activities was $7.9 million for the year ended December 31, 2018 as compared to $52.5 million for the year ended December 31, 2017 . The decrease of $44.5 million period over period is primarily related to lower dividends paid on common stock of $50.2 million , offset by higher repayments on borrowings of $5.2 million .

Cash flow used in financing activities was $52.5 million for the year ended December 31, 2017 as compared to $96.8 million for the year ended December 31, 2016. The decrease of $44.3 million period over period is primarily related to

lower dividends paid on common stock of $28.9 million, the absence of a payment to our noncontrolling interest of $8.0 million and lower repayments on borrowings of $6.5 million.

Contractual Obligations

We are a party to various contractual obligations. A portion of these obligations are reflected in our financial statements, such as debt, while other obligations, such as operating leases and purchase obligations, are not reflected on our balance sheet. The following is a summary of our contractual obligations as of December 31, 2018 (in thousands):



	Payments Due by Period
			Less than						More than
	Total		1 year		1-3 years		3-5 years		5 years
Debt	$	5,627	$	5,627	$	—	$	—	$	—
Noncancellable operating leases	50,394		10,544		16,490		10,257		13,103
Purchase obligations ⁽¹⁾	42,172		24,174		17,998		—		—
Total	$	98,193	$	40,345	$	34,488	$	10,257	$	13,103


⁽¹⁾	Includes purchase commitments related to connectors and pipe inventory. We enter into purchase commitments as needed.

In addition to the above, the Company has issued purchase orders in the ordinary course of business for the purchase of goods and services. These purchase orders are enforceable and legally binding. However, none of the Company’s purchase obligations call for deliveries of goods or services for time periods in excess of one year. Not included in the table above are uncertain tax positions of $0.3 million .

Tax Receivable Agreement

We entered into a TRA with FICV and Mosing Holdings in connection with our IPO. The TRA generally provides for the payment by us to Mosing Holdings of 85% of the amount of the actual reductions, if any, in payments of U.S. federal, state and local income tax or franchise tax in periods after our IPO (which reductions we refer to as “cash savings”) as a result of (i) the tax basis increases resulting from the transfer of FICV interests to us in connection with the conversion of shares of Preferred Stock into shares of our common stock on August 26, 2016 and (ii) imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, payments under the TRA. In addition, the TRA provides for interest earned from the due date (without extensions) of the corresponding tax return to the date of payment specified by the TRA. We will retain the remaining 15% of cash savings, if any. The payment obligations under the TRA are our obligations and not obligations of FICV. The term of the TRA continues until all such tax benefits have been utilized or expired, unless we exercise our right to terminate the TRA.

If we elect to execute our sole right to terminate the TRA early, we would be required to make an immediate payment equal to the present value of the anticipated future tax benefits subject to the TRA (based upon certain assumptions and deemed events set forth in the TRA, including the assumption that it has sufficient taxable income to fully utilize such benefits and that any FICV interests that Mosing Holdings or its transferees own on the termination date are deemed to be exchanged on the termination date). In addition, payments due under the TRA will be similarly accelerated following certain mergers or other changes of control.

In certain circumstances, we may be required to make payments under the TRA that we have entered into with Mosing Holdings. In most circumstances, these payments will be associated with the actual cash savings that we recognize in connection with the conversion of Preferred Stock, which would reduce the actual tax benefit to us. If we were to elect to exercise our sole right to terminate the TRA early or enter into certain change of control transactions, we may incur payment obligations prior to the time we actually incur any tax benefit. In those circumstances, we would need to pay the amounts out of cash on hand, finance the payments or refrain from triggering the obligation. Though we do not have any present intention of triggering an advance payment under the TRA, based on our current liquidity and our expected ability to access debt and equity financing, we believe we would be able to make such a payment if necessary. Any such payment could reduce our cash on hand and our borrowing availability, however, which would also reduce the amount of cash available

to operate our business, to fund capital expenditures and to be paid as dividends to our stockholders, among other things. Please see Note 13—Related Party Transactions in the Notes to Consolidated Financial Statements.

Off-Balance Sheet Arrangements

At December 31, 2018 , we had no off-balance sheet arrangements with the exception of operating leases and purchase obligations.

Critical Accounting Policies

The preparation of consolidated financial statements in conformity with GAAP requires management to select appropriate accounting principles from those available, to apply those principles consistently and to make reasonable estimates and assumptions that affect revenues and associated costs as well as reported amounts of assets and liabilities, and related disclosure of contingent assets and liabilities. Certain accounting policies involve judgments and uncertainties. We evaluate estimates and assumptions on a regular basis. We base our respective estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from the estimates and assumptions used in preparation of our consolidated financial statements. We consider the following policies to be the most critical to understanding the judgments that are involved and the uncertainties that could impact our results of operations, financial condition and cash flows.

Revenue Recognition

Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Payment terms on services and products generally range from 30 days to 120 days. Given the short-term nature of our service and product offerings, our contracts do not have a significant financing component and the consideration we receive is generally fixed.

Service revenues are recognized over time as services are performed or rendered. Rates for services are typically priced on a per day, per man-hour or similar basis. We generally perform services either under direct service purchase orders or master service agreements which are supplemented by individual call-out provisions. For customers contracted under such arrangements, an accrual is recorded in unbilled revenue for revenue earned but not yet invoiced.

Revenues on product sales are generally recognized at a point in time when the product has shipped and significant risks of ownership have passed to the customer. The sales arrangements typically do not include a right of return or other similar provisions, nor do they contain any other post-delivery obligations.

Some of our Tubular Sales and Blackhawk segment customers have requested that we store pipe, connectors and cementing products purchased from us in our facilities. We recognize revenues for these “bill and hold” sales once the following criteria have been met: (1) there is a substantive reason for the arrangement, (2) the product is identified as the customer’s asset, (3) the product is ready for delivery to the customer, and (4) we cannot use the product or direct it to another customer.

Income Taxes

The liability method is used for determining our income tax provisions, under which current and deferred tax liabilities and assets are recorded in accordance with enacted tax laws and rates. Under this method, the amounts of deferred tax liabilities and assets at the end of each period are determined using the tax rate expected to be in effect when taxes are actually paid or recovered. Valuation allowances are established to reduce deferred tax assets when it is more likely than not that some portion or all the deferred tax assets will not be realized. In determining the need for valuation allowances, we have made judgments and estimates regarding future taxable income and ongoing prudent and feasible tax planning strategies. These estimates and judgments include some degree of uncertainty, and changes in these estimates and assumptions could require us to adjust the valuation allowances for our deferred tax assets. Historically, changes to valuation allowances have been caused by major changes in the business cycle in certain countries and changes in local country law. The ultimate

realization of the deferred tax assets depends on the generation of sufficient taxable income in the applicable taxing jurisdictions.

Through FICV, we operate in approximately 50 countries under many legal forms. As a result, we are subject to the jurisdiction of numerous U.S. and foreign tax authorities, as well as to tax agreements and treaties among these governments. Our operations in these different jurisdictions are taxed on various bases: actual income before taxes, deemed profits (which are generally determined using a percentage of revenue rather than profits) and withholding taxes based on revenue. Determination of taxable income in any jurisdiction requires the interpretation of the related tax laws and regulations and the use of estimates and assumptions regarding significant future events such as the amount, timing and character of deductions, permissible revenue recognition methods under the tax law and the sources and character of income and tax credits. Changes in tax laws, regulations, agreements and treaties, foreign currency exchange restrictions or our level of operations or profitability in each taxing jurisdiction could have an impact on the amount of income taxes that we provide during any given year.

Our tax filings for open tax periods are subject to audit by the tax authorities. These audits may result in assessments of additional taxes that are resolved either with the tax authorities or through the courts. These assessments may occasionally be based on erroneous and even arbitrary interpretations of local tax law. Resolution of these situations inevitably includes some degree of uncertainty; accordingly, we provide taxes only for the amounts we believe will ultimately result from these proceedings. The resulting change to our tax liability, if any, is dependent on numerous factors including, among others, the amount and nature of additional taxes potentially asserted by local tax authorities; the willingness of local tax authorities to negotiate a fair settlement through an administrative process; the impartiality of the local courts; the number of countries in which we do business; and the potential for changes in the tax paid to one country to either produce, or fail to produce, an offsetting tax change in other countries. Our experience has been that the estimates and assumptions used to provide for future tax assessments have proven to be appropriate. However, past experience is only a guide, and the potential exists that the tax resulting from the resolution of current and potential future tax controversies may differ materially from the amount accrued.

In addition to the aforementioned assessments received from various tax authorities, we also provide for taxes for uncertain tax positions where formal assessments have not been received. The determination of these liabilities requires the use of estimates and assumptions regarding future events. Once established, we adjust these amounts only when more information is available or when an event occurs necessitating a change to the reserves such as changes in the facts or law, judicial decisions regarding the application of existing law or a favorable audit outcome. We believe that the resolution of tax matters will not have a material effect on our consolidated financial condition, although a resolution could have a material impact on our consolidated statements of operations for a particular period and on our effective tax rate for any period in which such resolution occurs.

Goodwill

Goodwill is not subject to amortization and is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. A qualitative assessment is allowed to determine if goodwill is potentially impaired. The qualitative assessment determines whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. If it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then a quantitative impairment test is performed. The quantitative goodwill impairment test is used to identify both the existence of impairment and the amount of impairment loss. The test compares the fair value of a reporting unit with its carrying amount, including goodwill. The amount of impairment for goodwill is measured as the excess of its carrying value over its fair value. We complete our assessment of goodwill impairment as of October 31 each year.

No goodwill impairment was recorded for years ended December 31, 2018 , 2017 and 2016 . Our goodwill is allocated to our operating segments as follows: U.S. Services - approximately $16.2 million ; Tubular Sales - approximately $2.4 million ; Blackhawk - approximately $192.4 million . The inputs used in the determination of fair value are generally level 3 inputs.

Allowance for Doubtful Accounts

We evaluate whether client receivables are collectible. We perform ongoing credit evaluations of our clients and monitor collections and payments in order to maintain a provision for estimated uncollectible accounts based on our historical collection experience and our current aging of client receivables outstanding in addition to clients’ representations and our understanding of the economic environment in which our clients operate. Based on our review, we establish or adjust allowances for specific clients and the accounts receivable as a whole.

Recent Accounting Pronouncements

See Note 1—Basis of Presentation and Significant Accounting Policies in the Notes to Consolidated Financial Statements set forth in Part II, Item 8, “Financial Statements and Supplementary Data,” under the heading “Recent Accounting Pronouncements” included in this Form 10-K.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to certain market risks that are inherent in our financial instruments and arise from changes in foreign currency exchange rates and interest rates. A discussion of our market risk exposure in financial instruments is presented below.

The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risks. The disclosures are not meant to be precise indicators of expected future losses or gains, but rather indicators of reasonably possible losses or gains. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures.

Foreign Currency Exchange Rates

We operate in virtually every oil and natural gas exploration and production region in the world. In some parts of the world, the currency of our primary economic environment is the U.S. dollar, and we use the U.S. dollar as our functional currency. In other parts of the world, such as Europe, Norway, Africa and Brazil, we conduct our business in currencies other than the U.S. dollar, and the functional currency is the applicable local currency. Assets and liabilities of entities for which the functional currency is the local currency are translated into U.S. dollars using the exchange rates in effect at the balance sheet date, resulting in translation adjustments that are reflected in accumulated other comprehensive income (loss) in the shareholders’ equity section on our consolidated balance sheets. A portion of our net assets are impacted by changes in foreign currencies in relation to the U.S. dollar.

For the year ended December 31, 2018 , on a U.S. dollar-equivalent basis, approximately 24% of our revenue was represented by currencies other than the U.S. dollar. However, no single foreign currency poses a primary risk to us. A hypothetical 10% decrease in the exchange rates for each of the foreign currencies in which a portion of our revenues is denominated would result in a 2.2% decrease in our overall revenues for the year ended December 31, 2018 .

We enter into short-duration foreign currency forward contracts to mitigate our exposure to non-local currency operating working capital. We are also exposed to market risk on our forward contracts related to potential non-performance by our counterparty. It is our policy to enter into derivative contracts with counterparties that are creditworthy institutions.

We account for our derivative activities under the accounting guidance for derivatives and hedging. Derivatives are recognized on the consolidated balance sheet at fair value. Although the derivative contracts will serve as an economic hedge of the cash flow of our currency exchange risk exposure, they are not formally designated as hedge contracts for hedge accounting treatment. Accordingly, any changes in the fair value of the derivative instruments during a period will be included in our consolidated statements of operations.

As of December 31, 2018 and 2017 , we had the following foreign currency derivative contracts outstanding in U.S. dollars (in thousands):



Foreign Currency	Notional Amount		Contractual Exchange Rate	Fair Value at December 31, 2018
Canadian dollar	$	2,248	1.3343	$	48
Euro	6,967		1.1421	(50		)
Norwegian krone	7,713		8.5566	66
Pound sterling	16,452		1.2655	(165		)
				$	(101	)



Foreign Currency	Notional Amount		Contractual Exchange Rate	Fair Value at December 31, 2017
Canadian dollar	$	6,226	1.2850	$	(165	)
Euro	5,326		1.1836	(101		)
Norwegian krone	6,212		8.3704	(157		)
Pound sterling	6,039		1.3419	(64		)
				$	(487	)

Based on the derivative contracts that were in place as of December 31, 2018 , a simultaneous 10% weakening of the U.S. dollar as compared to the Canadian dollar, Euro, Norwegian krone, and Pound sterling would result in a $3.5 million decrease in the market value of our forward contracts.

Interest Rate Risk

As of December 31, 2018 , we did not have an outstanding funded debt balance under the New ABL Credit Facility. If we borrow under the New ABL Credit Facility in the future, we will be exposed to changes in interest rates on our floating rate borrowings under the New ABL Credit Facility. Although we do not currently utilize interest rate derivative instruments to reduce interest rate exposure, we may do so in the future.

Customer Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk are trade receivables. We extend credit to customers and other parties in the normal course of business. International sales also present various risks including governmental activities that may limit or disrupt markets and restrict the movement of funds. We operate in approximately 50 countries and, as a result, our accounts receivables are spread over many countries and customers.

We are also exposed to credit risk because our customers are concentrated in the oil and natural gas industry. This concentration of customers may impact overall exposure to credit risk, either positively or negatively, because our customers may be similarly affected by changes in economic and industry conditions, including sensitivity to commodity prices. While current energy prices are important contributors to positive cash flow for our customers, expectations about future prices and price volatility are generally more important for determining future spending levels. However, any prolonged increase or decrease in oil and natural gas prices affects the levels of exploration, development and production activity, as well as the entire health of the oil and natural gas industry and can therefore negatively impact spending by our customers.

Item 8. Financial Statements and Supplementary Data



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page
Management’s Report on Internal Control Over Financial Reporting		53
Report of Independent Registered Public Accounting Firm - KPMG LLP		54
Report of Independent Registered Public Accounting Firm - PricewaterhouseCoopers LLP		56
Consolidated Balance Sheets as of December 31, 2018 and 2017		57
Consolidated Statements of Operations for the Years Ended December 31, 2018, 2017 and 2016		58
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2018, 2017 and 2016		59
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2018, 2017 and 2016		60
Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016		61
Notes to the Consolidated Financial Statements		62

Management’s Report on Internal Control

Over Financial Reporting

Management of the Company, including the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended. Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

We conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2018 based on the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on our evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2018 .

The effectiveness of our internal control over financial reporting as of December 31, 2018 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors Frank’s International N.V.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Frank’s International N.V. (and subsidiaries) (the Company) as of December 31, 2018, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the year ended December 31, 2018, and the related notes to financial statements, (and financial statement Schedule II - Valuation and Qualifying Accounts) (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018, and the results of its operations and its cash flows for the year ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 25, 2019 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG LLP

We have served as the Company’s auditor since 2018.

Houston, Texas

February 25, 2019

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors Frank’s International N.V.:

Opinion on Internal Control Over Financial Reporting

We have audited Frank’s International N.V. (and subsidiaries) (the Company) internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2018, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the year ended December 31, 2018, and the related notes to financial statements, (and financial statement Schedule II - Valuation and Qualifying Accounts) (collectively, the consolidated financial statements), and our report dated February 25, 2019 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Houston, Texas

February 25, 2019

Report of Independent Registered Public Accounting Firm

To the Board of Supervisory Directors and Stockholders of Frank’s International N.V.

Opinion on the Financial Statements

We have audited the consolidated balance sheet of Frank’s International N.V. and its subsidiaries (the “Company”) as of December 31, 2017, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2017, including the related notes and schedule of valuation and qualifying accounts for each of the two years in the period ended December 31, 2017 appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.

Change in Accounting Principle

As discussed in Note 1 to the accompanying consolidated financial statements, the Company changed the manner in which it accounts for goodwill impairment in 2017.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

February 27, 2018

We served as the Company's auditor from 2008 to 2018.



FRANK’S INTERNATIONAL N.V.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

	December 31,
	2018			2017
Assets
Current assets:
Cash and cash equivalents	$	186,212		$	213,015
Short-term investments	26,603			81,021
Accounts receivables, net	189,414			127,210
Inventories, net	69,382			76,420
Assets held for sale	7,828			3,792
Other current assets	12,651			10,437
Total current assets	492,090			511,895

Property, plant and equipment, net	416,490			469,646
Goodwill	211,040			211,040
Intangible assets, net	31,069			33,895
Deferred tax assets, net	14,621			—
Other assets	28,619			35,293
Total assets	$	1,193,929		$	1,261,769

Liabilities and Equity
Current liabilities:
Short-term debt	$	5,627		$	4,721
Accounts payable and accrued liabilities	123,981			108,885
Deferred revenue	116			4,703
Total current liabilities	129,724			118,309

Deferred tax liabilities	221			229
Other non-current liabilities	29,212			27,330
Total liabilities	159,157			145,868

Commitments and contingencies (Note 18)

Stockholders’ equity:
Common stock, €0.01 par value, 798,096,000 shares authorized, 225,478,506 and 224,228,071 shares issued and 224,289,902 and 223,289,389 shares outstanding	2,829			2,814
Additional paid-in capital	1,062,794			1,050,873
Retained earnings	16,860			106,923
Accumulated other comprehensive loss	(32,338		)	(30,972		)
Treasury stock (at cost), 1,188,604 and 938,682 shares	(15,373		)	(13,737		)
Total stockholders’ equity	1,034,772			1,115,901
Total liabilities and equity	$	1,193,929		$	1,261,769

The accompanying notes are an integral part of these consolidated financial statements.



FRANK’S INTERNATIONAL N.V.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)


	Year Ended December 31,
	2018			2017			2016
Revenues:
Services	$	416,781		$	364,061		$	397,369
Products	105,712			90,734			90,162
Total revenue	522,493			454,795			487,531

Operating expenses:
Cost of revenues, exclusive of depreciation and amortization
Services	265,688			223,222			246,652
Products	84,429			87,200			70,616
General and administrative expenses	155,584			163,704			171,887
Depreciation and amortization	111,292			122,102			114,215
Severance and other charges (credits), net	(310		)	75,354			46,406
(Gain) loss on disposal of assets	(1,309		)	(2,045		)	1,117
Operating loss	(92,881		)	(214,742		)	(163,362		)

Other income (expense):
Tax receivable agreement (“TRA”) related adjustments	(1,359		)	122,515			—
Other income, net	2,047			1,763			4,170
Interest income, net	4,243			2,309			2,073
Mergers and acquisition expense	(58		)	(459		)	(13,784		)
Foreign currency gain (loss)	(5,675		)	2,075			(10,819		)
Total other income (expense)	(802		)	128,203			(18,360		)
Loss before income taxes	(93,683		)	(86,539		)	(181,722		)
Income tax expense (benefit)	(2,950		)	72,918			(25,643		)
Net loss	(90,733		)	(159,457		)	(156,079		)
Net loss attributable to noncontrolling interest	—			—			(20,741		)
Net loss attributable to Frank’s International N.V.	$	(90,733	)	$	(159,457	)	$	(135,338	)
Preferred stock dividends	—			—			(1		)
Net loss attributable to Frank’s International N.V. common shareholders	$	(90,733	)	$	(159,457	)	$	(135,339	)

Dividends per common share:	$	—		$	0.225		$	0.45

Loss per common share:
Basic and diluted	$	(0.41	)	$	(0.72	)	$	(0.77	)

Weighted average common shares outstanding:
Basic and diluted	223,999			222,940			176,584

The accompanying notes are an integral part of these consolidated financial statements.



FRANK’S INTERNATIONAL N.V.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)


	Year Ended December 31,
	2018			2017			2016

Net loss	$	(90,733	)	$	(159,457	)	$	(156,079	)
Other comprehensive income (loss):
Foreign currency translation adjustments	(1,452		)	2,345			546
Marketable securities:
Unrealized gain (loss) on marketable securities	86			(103		)	1,214
Reclassification to net income	—			(395		)	—
Deferred tax asset / liability change	—			158			(418		)
Unrealized gain (loss) on marketable securities, net of tax	86			(340		)	796
Total other comprehensive income (loss)	(1,366		)	2,005			1,342
Comprehensive loss	(92,099		)	(157,452		)	(154,737		)
Less: Comprehensive loss attributable to noncontrolling interest	—			—			(20,180		)
Add: Transfer of Mosing Holdings interest to FINV attributable to comprehensive loss (See Note 12)	—			—			(8,203		)
Comprehensive loss attributable to Frank’s International N.V.	$	(92,099	)	$	(157,452	)	$	(142,760	)

The accompanying notes are an integral part of these consolidated financial statements.



FRANK’S INTERNATIONAL N.V.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)

											Accumulated
					Additional						Other						Non-			Total
	Common Stock				Paid-In			Retained			Comprehensive			Treasury			controlling			Stockholders’
	Shares		Value		Capital			Earnings			Income (Loss)			Stock			Interest			Equity
Balances at December 31, 2015	155,146		$	2,045	$	712,486		$	531,621		$	(25,555	)	$	(9,298	)	$	240,127		$	1,451,426
Net loss	—		—		—			(135,338		)	—			—			(20,741		)	(156,079		)
Foreign currency translation adjustments	—		—		—			—			165			—			381			546
Unrealized gain on marketable securities	—		—		—			—			616			—			180			796
Equity-based compensation expense	—		—		15,978			—			—			—			—			15,978
Distributions to noncontrolling interest	—		—		—			—			—			—			(8,027		)	(8,027		)
Common stock dividends ($0.45 per share)	—		—		—			(79,012		)	—			—			—			(79,012		)
Preferred stock dividends	—		—		—			(1		)	—			—			—			(1		)
Transfer of Mosing Holdings interest to FINV	—		—		239,871			—			(8,203		)	—			(211,920		)	19,748
Common shares issued on conversion of Series A preferred stock	52,976		597		—			—			—			—			—			597
Common shares issued upon vesting of share-based awards	1,644		19		(19		)	—			—			—			—			—
TRA and associated deferred taxes	—		—		(76,409		)	—			—			—			—			(76,409		)
Common shares issued for employee stock purchase plan (“ESPP”)	76		1		972			—			—			—			—			973
Blackhawk acquisition	12,804		140		143,907			—			—			—			—			144,047
Treasury shares withheld	(245	)	—		—			—			—			(3,264		)	—			(3,264		)
Balances at December 31, 2016	222,401		$	2,802	$	1,036,786		$	317,270		$	(32,977	)	$	(12,562	)	$	—		$	1,311,319
Net loss	—		—		—			(159,457		)	—			—			—			(159,457		)
Foreign currency translation adjustments	—		—		—			—			2,345			—			—			2,345
Unrealized loss on marketable securities	—		—		—			—			(340		)	—			—			(340		)
Equity-based compensation expense	—		—		13,825			—			—			—			—			13,825
Common stock dividends ($0.225 per share)	—		—		—			(50,154		)	—			—			—			(50,154		)
Common shares issued upon vesting of share-based awards	1,017		11		(11		)	—			—			—			—			—
Common shares issued for ESPP	50		1		523			—			—			—			—			524
Treasury shares issued upon vesting of share-based awards	4		—		(84		)	—			—			66			—			(18		)
Treasury shares issued for ESPP	105		—		(166		)	(736		)	—			1,642			—			740
Treasury shares withheld	(288	)	—		—			—			—			(2,883		)	—			(2,883		)
Balances at December 31, 2017	223,289		$	2,814	$	1,050,873		$	106,923		$	(30,972	)	$	(13,737	)	$	—		$	1,115,901
Cumulative effect of accounting change	—		—		—			670			—			—			—			670
Net loss	—		—		—			(90,733		)	—			—			—			(90,733		)
Foreign currency translation adjustments	—		—		—			—			(1,452		)	—			—			(1,452		)
Unrealized gain on marketable securities	—		—		—			—			86			—			—			86
Equity-based compensation expense	—		—		10,621			—			—			—			—			10,621
Common shares issued upon vesting of share-based awards	1,018		12		(12		)	—			—			—			—			—
Common shares issued for ESPP	233		3		1,312			—			—			—			—			1,315
Treasury shares withheld	(250	)	—		—			—			—			(1,636		)	—			(1,636		)
Balances at December 31, 2018	224,290		$	2,829	$	1,062,794		$	16,860		$	(32,338	)	$	(15,373	)	$	—		$	1,034,772

The accompanying notes are an integral part of these consolidated financial statements.



FRANK’S INTERNATIONAL N.V.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

	Year Ended December 31,
	2018			2017			2016
Cash flows from operating activities
Net loss	$	(90,733	)	$	(159,457	)	$	(156,079	)
Adjustments to reconcile net loss to cash provided by (used in) operating activities
Derecognition of the TRA liability	—			(122,515		)	—
Depreciation and amortization	111,292			122,102			114,215
Equity-based compensation expense	10,621			13,825			15,978
Loss on asset write-off and retirements	—			71,942			29,881
Amortization of deferred financing costs	58			267			164
Deferred tax provision (benefit)	(14,634		)	15,543			(27,536		)
Reversal of deferred tax assets associated with the TRA	—			46,874			—
Provision for bad debts	159			950			11,581
(Gain) loss on disposal of assets	(1,309		)	(2,045		)	1,117
Changes in fair value of investments	1,199			(2,627		)	(1,123		)
Unrealized (gain) loss on derivative	(386		)	634			64
Realized loss on sale of investment	—			478			—
Other	843			(1,876		)	—
Changes in operating assets and liabilities, net of effects from acquisitions
Accounts receivable	(63,654		)	21,271			70,388
Inventories	(2,917		)	12,102			27,379
Other current assets	4,581			8,677			4,039
Other assets	258			674			(692		)
Accounts payable and accrued liabilities	15,310			15,774			(47,068		)
Deferred revenue	(354		)	(13,373		)	(39,659		)
Other noncurrent liabilities	(2,978		)	(4,446		)	(13,480		)
Net cash provided by (used in) operating activities	(32,644		)	24,774			(10,831		)
Cash flows from investing activities
Acquisition of Blackhawk (net of acquired cash)	—			—			(150,437		)
Purchase of property, plant and equipment and intangibles	(19,734		)	(21,990		)	(42,127		)
Purchase of property, plant and equipment from related parties	(36,737		)	—			—
Proceeds from sale of assets and equipment	7,089			14,030			3,858
Purchase of investments	(84,040		)	(123,048		)	(1,003		)
Proceeds from sale of investments	143,825			53,299			11,101
Other	—			—			(307		)
Net cash provided by (used in) investing activities	10,403			(77,709		)	(178,915		)
Cash flows from financing activities
Repayments of borrowings	(5,892		)	(680		)	(7,201		)
Proceeds from borrowings	—			—			363
Dividends paid on common stock	—			(50,154		)	(79,013		)
Dividends paid on preferred stock	—			—			(1		)
Deferred financing costs	(1,733		)	—			—
Cost of Series A convertible preferred stock conversion to common stock	—			—			(595		)
Distribution to noncontrolling interest	—			—			(8,027		)
Treasury shares withheld	(1,636		)	(2,901		)	(3,264		)
Proceeds from the issuance of ESPP shares	1,315			1,264			973
Net cash used in financing activities	(7,946		)	(52,471		)	(96,765		)
Effect of exchange rate changes on cash	3,384			(1,105		)	3,678
Net decrease in cash	(26,803		)	(106,511		)	(282,833		)
Cash and cash equivalents at beginning of period	213,015			319,526			602,359
Cash and cash equivalents at end of period	$	186,212		$	213,015		$	319,526

The accompanying notes are an integral part of these consolidated financial statements.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Basis of Presentation and Significant Accounting Policies

Nature of Business

Frank’s International N.V. (“FINV”), a limited liability company organized under the laws of the Netherlands, is a global provider of highly engineered tubular services, tubular fabrication and specialty well construction and well intervention solutions to the oil and gas industry. FINV provides services to leading exploration and production companies in both offshore and onshore environments with a focus on complex and technically demanding wells.

Basis of Presentation

The consolidated financial statements of FINV for the years ended December 31, 2018 , 2017 and 2016 include the activities of Frank’s International C.V. (“FICV”), Blackhawk Group Holdings, LLC (“Blackhawk”) and their wholly owned subsidiaries (collectively, “Company,” “we,” “us” and “our”). All intercompany accounts and transactions have been eliminated for purposes of preparing these consolidated financial statements.

Our accompanying consolidated financial statements and related financial information have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). In the opinion of management, these consolidated financial statements reflect all adjustments consisting solely of normal accruals that are necessary for the fair presentation of financial results as of and for the periods presented.

The consolidated financial statements have been prepared on a historical cost basis using the United States dollar as the reporting currency. Our functional currency is primarily the United States dollar.

Reclassifications

Certain prior-year amounts have been reclassified to conform to the current year’s presentation. These reclassifications had no impact on our net income (loss), working capital, cash flows or total equity previously reported.

During 2018, the Company’s chief operating decision maker (“CODM”) changed the methodology used to allocate bonus and medical claims expenses among segments. Previously, all U.S. bonus and medical claims expenses were absorbed by our U.S. Services segment. Beginning in the first quarter of 2018 for bonus expenses and the second quarter of 2018 for medical claims expenses, a portion of these expenses attributable to Blackhawk employees were allocated to the Blackhawk segment. The change in the allocation of all U.S. bonus and medical claims expenses had no impact on our consolidated operating income (loss), net income (loss), adjusted EBITDA, working capital, cash flows or total equity previously reported. However, segment operating income (loss) and segment adjusted EBITDA for the Blackhawk and U.S. Services segments were impacted. The Blackhawk segment for the year ended December 31, 2018 was charged $4.5 million for bonus and medical claims expenses which would have previously been charged to the U.S. Services segment.

Significant Accounting Policies

Accounting Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Accounts Receivable

We establish an allowance for doubtful accounts based on various factors including historical experience, the current aging status of our customer accounts, the financial condition of our customers and the business and political environment in which our customers operate. Provisions for doubtful accounts are recorded when it becomes probable that customer accounts are uncollectible.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cash and Cash Equivalents

We consider all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents. Throughout the year, we have cash balances in excess of federally insured limits deposited with various financial institutions. We have not experienced any losses in such accounts and believe we are not exposed to any significant credit risk on cash and cash equivalents.

Cash Surrender Value of Life Insurance Policies

We have cash surrender value of life insurance policies that are held within a Rabbi Trust for the purpose of paying future executive deferred compensation benefit obligations. Income (loss) associated with these policies is included in other income, net on our consolidated statements of operations. Income (loss) on changes in the cash surrender value of life insurance policies was $(1.2) million , $2.4 million and $1.1 million for the years ended December 31, 2018 , 2017 and 2016 , respectively.

Comprehensive Income

Accounting standards on reporting comprehensive income require that certain items, including foreign currency translation adjustments and unrealized gains and losses on marketable securities be presented as components of comprehensive income. The cumulative amounts recognized by us under these standards are reflected in the consolidated balance sheet as accumulated other comprehensive loss, a component of stockholders’ equity.

Contingencies

Certain conditions may exist as of the date our consolidated financial statements are issued that may result in a loss to us, but which will only be resolved when one or more future events occur or fail to occur. Our management, with input from legal counsel, assesses such contingent liabilities, and such assessment inherently involves an exercise in judgment. In assessing loss contingencies related to legal proceedings pending against us or unasserted claims that may result in proceedings, our management, with input from legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates it is probable a material loss has been incurred and the amount of liability can be estimated, then the estimated liability would be accrued in our consolidated financial statements. If the assessment indicates a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

Derivative Financial Instruments

When we deem appropriate, we use foreign currency forward derivative contracts to mitigate the risk of fluctuations in foreign currency exchange rates. We use these instruments to mitigate our exposure to non-local currency working capital. We do not hold or issue financial instruments for trading or other speculative purposes. We account for our derivative activities under the provisions of accounting guidance for derivatives and hedging. Derivatives are recognized on the consolidated balance sheet at fair value. Although the derivative contracts will serve as an economic hedge of the cash flow of our currency exchange risk exposure, they are not formally designated as hedge contracts for hedge accounting treatment. Accordingly, any changes in the fair value of the derivative instruments during a period will be included in our consolidated statements of operations.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income (Loss) Per Share

Basic income (loss) per share excludes dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted income (loss) per share reflects the potential dilution that could occur if securities to issue common stock were exercised or converted to common stock.

Fair Value of Financial Instruments

Our financial instruments consist primarily of cash and cash equivalents, short-term investments, trade accounts receivable, available-for-sale securities, derivative financial instruments, obligations under trade accounts payable and short -term debt. Due to their short-term nature, the carrying values for cash and cash equivalents, short-term investments, trade accounts receivable, trade accounts payable and short-term debt approximate fair value. Refer to Note 10—Fair Value Measurements for the fair values of our available-for-sale securities, derivative financial instruments, and other obligations.

Foreign Currency Translations and Transactions

Results of operations for foreign subsidiaries with functional currencies other than the U.S. dollar are translated using average exchange rates during the period. Assets and liabilities of these foreign subsidiaries are translated using the exchange rates in effect at the balance sheet dates. Gains and losses resulting from these translations are included in accumulated other comprehensive loss within stockholders’ equity.

For those foreign subsidiaries that have designated the U.S. dollar as the functional currency, gains and losses resulting from balance sheet remeasurement of foreign operations are included in the consolidated statements of operations as incurred. Gains and losses resulting from transactions denominated in a foreign currency are also included in the consolidated statements of operations as incurred.

Goodwill

During the fourth quarter of 2017, we elected to change the timing of our annual goodwill impairment testing from December 31 to October 31 for our U.S Services, International Services, Tubular Sales and Manufacturing reporting units. This accounting change is considered to be preferable because it allows for additional time to complete the annual goodwill impairment test, better aligns with our planning process, and synchronizes the testing date for all of our reporting units as October 31, which is the Blackhawk reporting unit's annual impairment testing date. This change did not result in adjustments to previously issued financial statements.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Impairment of Long-Lived Assets

Long-lived assets, which include property, plant and equipment, and certain other assets to be held and used by us, are reviewed when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable based on estimated future cash flows. If this assessment indicates that the carrying values will not be recoverable, as determined based on undiscounted cash flows over the remaining useful lives, an impairment loss is recognized based on the fair value of the asset.

Income Taxes

We operate under many legal forms in approximately 50 countries. As a result, we are subject to many U.S. and foreign tax jurisdictions and many tax agreements and treaties among the various taxing authorities. Our operations in these different jurisdictions are taxed on various bases such as income before taxes, deemed profits (which is generally determined using a percentage of revenues rather than profits), and withholding taxes based on revenues. Determination of taxable income in any jurisdiction requires the interpretation of the related tax laws and regulations and the use of estimates and assumptions regarding significant future events. Changes in tax laws, regulations, agreements and treaties, foreign currency exchange restrictions, or our level of operations or profitability in each taxing jurisdiction could have an impact upon the amount of income taxes that we provide during any given year.

We provide for income tax expense based on the liability method of accounting for income taxes based on the authoritative accounting guidance. Deferred tax assets and liabilities are recorded based upon temporary differences between the tax basis of assets and liabilities and their carrying values for financial reporting purposes, and are measured using the tax rates and laws expected to be in effect when the differences are projected to reverse. Valuation allowances are established to reduce deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. In determining the need for valuation allowances, we have made judgments and estimates regarding future taxable income. These estimates and judgments include some degree of uncertainty, and changes in these estimates and assumptions could require us to adjust the valuation allowances for our deferred tax assets. The ultimate realization of the deferred tax assets depends on the generation of sufficient taxable income in the applicable taxing jurisdictions. Deferred tax expense or benefit is the result of changes in deferred tax assets and liabilities and associated valuation allowances during the period. The impact of an uncertain tax position taken or expected to be taken on an income tax return is recognized in the financial statements at the largest amount that is more likely than not to be sustained upon examination by the relevant taxing authority.

Intangible Assets

Identifiable intangible assets are amortized using the straight-line method over the estimated useful lives of the assets. We evaluate impairment of our intangible assets on an asset group basis whenever circumstances indicate that the carrying value may not be recoverable. Intangible assets deemed to be impaired are written down to their fair value discounted cash flows and, if available, comparable market values.

The following table provides information related to our intangible assets as of December 31, 2018 and 2017 (in thousands):



	December 31, 2018							December 31, 2017
	Gross Carrying Amount		Accumulated Amortization			Total		Gross Carrying Amount		Accumulated Amortization			Total
Customer relationships	$	39,050	$	(23,688	)	$	15,362	$	39,050	$	(17,577	)	$	21,473
Trade name	11,407		(9,203		)	2,204		11,407		(6,494		)	4,913
Intellectual property	17,889		(4,386		)	13,503		9,892		(2,463		)	7,429
Non-compete agreement	1,160		(1,160		)	—		1,160		(1,080		)	80
Total intangible assets	$	69,506	$	(38,437	)	$	31,069	$	61,509	$	(27,614	)	$	33,895

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Amortization expense for intangibles assets was $10.8 million , $11.4 million and $3.5 million for the years ended December 31, 2018 , 2017 and 2016 , respectively.

As of December 31, 2018 , estimated amortization expense for the intangible assets for each of the next five years was as follows (in thousands):



Period	Amount
2019	$	11,020
2020	7,737
2021	6,320
2022	935
2023	923
Thereafter	4,134
Total	$	31,069

Inventories

Inventories are stated at the lower of cost (primarily average cost) or net realizable value. Work in progress and finished goods include the cost of materials, labor, and manufacturing overhead. Inventory placed in service is either capitalized and included in equipment or expensed based upon our capitalization policies.

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Expenditures for significant improvements and betterments are capitalized when they enhance or extend the useful life of the asset. Expenditures for routine repairs and maintenance, which do not improve or extend the life of the related assets, are expensed when incurred. When properties or equipment are sold, retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the books and the resulting gain or loss is recognized on the consolidated statements of operations.

Depreciation on fixed assets is computed using the straight-line method over the estimated useful lives of the individual assets. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lease term. Depreciation expense was $100.5 million , $110.7 million and $110.7 million for the years ended December 31, 2018 , 2017 and 2016 , respectively.

Revenue Recognition

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

following criteria have been met: (1) there is a substantive reason for the arrangement, (2) the product is identified as the customer’s asset, (3) the product is ready for delivery to the customer, and (4) we cannot use the product or direct it to another customer.

Short‑term investments

Short‑term investments consist of commercial paper, classified as held-to-maturity and a fund that primarily invests in short-term debt securities. These investments have original maturities of greater than three months but less than twelve months. At December 31, 2018 and 2017 , the carrying amount of our short-term investments was $26.6 million and $81.0 million , respectively.

Stock-Based Compensation

Our 2013 Long-Term Incentive Plan provides for the granting of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance restricted stock units (“PRSUs”), dividend equivalent rights and other types of equity and cash incentive awards to employees, non-employee directors and service providers. Stock-based compensation expense is measured at the grant date of the share-based awards based on their value. Stock-based compensation expense is recognized on a straight-line basis over the vesting period and is included in general and administrative expense in the consolidated statements of operations.

Our stock-based compensation currently consists of RSUs and PRSUs. The grant date fair value of the RSUs, which are not entitled to receive dividends until vested, is measured by reducing the share price at that date by the present value of the dividends expected to be paid during the requisite vesting period, discounted at the appropriate risk-free interest rate. The grant date fair value and compensation expense of PRSU grants is estimated based on a Monte Carlo simulation using the Company's closing stock price as of the day before the grant date.

Recent Accounting Pronouncements

Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification.

We consider the applicability and impact of all accounting pronouncements. ASUs not listed below were assessed and were either determined to be not applicable or are expected to have immaterial impact on our consolidated financial position, results of operations and cash flows.

In June 2018, the FASB issued new guidance which is intended to simplify aspects of share-based compensation issued to non-employees by making the guidance consistent with the accounting for employee share-based compensation. The guidance is effective for annual periods beginning after December 15, 2018, including interim periods within those periods. We adopted the guidance on January 1, 2019 and the adoption did not have a material impact on our consolidated financial statements.

In May 2017, the FASB issued new guidance to clarify and reduce both (i) diversity in practice and (ii) cost and complexity when accounting for a change to the terms and conditions of a share-based payment award. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The amendments in this guidance should be applied prospectively to an award modified on or after the adoption date. We adopted the guidance on January 1, 2018 and the adoption did not have an impact on our consolidated financial statements.

In January 2017, the FASB issued new accounting guidance for business combinations clarifying the definition of a business. The objective of the guidance is to help companies and other organizations which have acquired or sold a business to evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. For public entities, the guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. We adopted the guidance on January 1, 2018 and the adoption did not have an impact on our consolidated financial statements.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In June 2016, the FASB issued new accounting guidance for credit losses on financial instruments. The guidance includes the replacement of the “incurred loss” approach for recognizing credit losses on financial assets, including trade receivables, with a methodology that reflects expected credit losses, which considers historical and current information as well as reasonable and supportable forecasts. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early application is permitted for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements.

In February 2016, the FASB issued new accounting guidance for leases. The main objective of the accounting guidance is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between previous GAAP and the new guidance is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The new guidance requires lessees to recognize assets and liabilities arising from leases on the balance sheet and further defines a lease as a contract that conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. Control over the use of the identified asset means that the customer has both (1) the right to obtain substantially all of the economic benefit from the use of the asset and (2) the right to direct the use of the asset. The accounting guidance requires disclosures by both lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. Further, in July 2018, the FASB amended the new lease accounting standard in an effort to reduce the burden of adoption. With the adoption of the new lease accounting standard, as amended, companies have the option of electing to apply the new lease accounting standard either on a retrospective or prospective basis. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We adopted the new lease accounting standard, as amended, on a prospective basis effective January 1, 2019. Additionally, we are implementing an enterprise-wide lease management system to assist in the accounting and are evaluating additional changes to our processes and internal controls to ensure we meet the standard's reporting and disclosure requirements.

We will make an accounting policy election to keep leases with an initial term of 12 months or less off of the balance sheet. We will recognize those lease payments in the consolidated statements of operations on a straight-line basis over the lease term. We estimate adoption of the standard will result in the recognition of right of use assets and lease liabilities for operating leases of between $30.0 million and $40.0 million as of January 1, 2019. We do not anticipate the adoption of the new lease accounting standard will materially affect our statement of operations or statement of cash flows.

In May 2014, the FASB issued amendments to guidance on the recognition of revenue based upon the entity’s contracts with customers to transfer goods or services. Under the new revenue standard, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard creates a five-step model that requires companies to exercise judgment when considering the terms of a contract and all relevant facts and circumstances. The standard allows for two transition methods: (a) a full retrospective adoption in which the standard is applied to all periods presented, or (b) a modified retrospective adoption in which the standard is applied only to the most current period presented in the financial statements, including additional disclosures of the standard’s application impact to individual financial statement line items. In July 2015, the FASB deferred the effective date to December 15, 2017 for annual periods, and interim reporting periods within those fiscal years, beginning after that date.

We adopted the new revenue standard effective January 1, 2018 using the modified retrospective method. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. Our adjustment related solely to revenues from certain product sales with bill-and-hold arrangements in our Tubular Sales segment. The comparative information has not been restated and continues to be reported under the accounting standards which were in effect for those periods. The impact to revenue of applying the new revenue recognition standard for the year ended December 31, 2018 was immaterial. We expect the impact of the adoption of the new standard to be immaterial to our financial results on an ongoing basis.

We elected to apply certain practical expedients available under the new revenue standard. We elected to expense cost of obtaining contracts, such as sales commissions, when incurred because the amortization period would have been one

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

year or less due to the length of our contracts. We have also elected not to assess immaterial promises in the context of our contracts as performance obligations and to exclude taxes from the assessment of transaction price in arrangements where taxes are collected by the entity from a customer.

We do not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less. Because our contracts with customers are short-term in nature and fall within this exemption, we do not have significant unsatisfied performance obligations as defined by the new revenue standard.

The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of the new revenue standard was as follows (in thousands):



	Balance at		Impact of			Balance at
	December 31, 2017		Adjustments			January 1, 2018
Balance Sheet
Assets
Inventories, net	$	76,420	$	(3,560	)	$	72,860
Liabilities
Deferred revenue	4,703		(4,230		)	473
Stockholders’ Equity
Retained earnings	106,923		670			107,593

Note 2—Noncontrolling Interest

We hold an economic interest in FICV and are responsible for all operational, management and administrative decisions relating to FICV’s business. As a result, the financial results of FICV are consolidated with ours.

We recorded a noncontrolling interest on our consolidated balance sheet with respect to the remaining economic interest in FICV held by Mosing Holdings. Net loss attributable to noncontrolling interest on the statements of operations represented the portion of losses attributable to the economic interest in FICV held by Mosing Holdings. The allocable domestic loss from FICV to FINV is subject to U.S. taxation. Effective with the August 2016 conversion of all of Mosing Holdings’ Series A preferred stock (see Note 12—Preferred Stock), Mosing Holdings transferred all its interest in FICV to us and the noncontrolling interest was eliminated. As a result, the amount included in net loss attributable to noncontrolling interest for the year ended December 31, 2016 is through August 26, 2016.

A reconciliation of net loss attributable to noncontrolling interest is detailed as follows (in thousands):



	Year Ended December 31,
	2016
Net loss	$	(156,079	)
Add: Net loss after Mosing Holdings contributed interest to FINV ⁽¹⁾	84,541
Add: Benefit for U.S. income taxes of FINV ⁽²⁾	(10,414		)
Less: Loss of FINV ⁽³⁾	23
Net loss subject to noncontrolling interest	(81,929		)
Noncontrolling interest percentage ⁽⁴⁾	25.2		%
Net loss attributable to noncontrolling interest	$	(20,741	)


⁽¹⁾	Represents net loss after August 26, 2016 when Mosing Holdings transferred its interest to FINV.


⁽²⁾	Represents income tax benefit of entities outside of FICV as well as income tax attributable to our proportionate share of the U.S. operations of our partnership interests in FICV as of August 26, 2016.


⁽³⁾	Represents results of operations for entities outside of FICV as of August 26, 2016.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


⁽⁴⁾	Represents the economic interest in FICV held by Mosing Holdings before the preferred stock conversion on August 26, 2016. Effective August 26, 2016, Mosing Holdings delivered its economic interest in FICV to us.

Note 3—Acquisitions and Divestitures

Related Party Acquisition

Blackhawk Acquisition

On November 1, 2016, we completed a transaction to acquire all outstanding shares in Blackhawk, the ultimate parent company of Blackhawk Specialty Tools LLC, pursuant to the terms of a definitive merger agreement (“Merger Agreement”) dated October 6, 2016. Blackhawk is a leading provider of well construction and well intervention services and products. In conjunction with the acquisition, FI Tools Holdings, LLC, our newly formed subsidiary, merged with and into Blackhawk with Blackhawk, surviving the Merger as our wholly-owned subsidiary. The merger consideration was comprised of a combination of $150.4 million of cash on hand and 12.8 million shares of our common stock (“Common Stock”), on a cash-free, debt-free basis, for total consideration of $294.6 million (based on our closing share price on October 31, 2016 of $11.25 and including working capital adjustments).

Accordingly, the results of Blackhawk's operations from November 1, 2016 are included in our consolidated financial statements. For the year ended December 31, 2016, Blackhawk contributed revenue of $10.0 million and operating losses of $7.4 million .

The intention of this transaction was to augment our tubular services business by providing us the opportunity to diversify our offerings and emerge as a leader in a new business line and a significantly larger addressable market. In addition to what we believe is a line of well-regarded, market leading, technically differentiated specialty cementation tools, Blackhawk also provides well intervention products through its line of brute packers and related products, and is continuing its development of products for onshore and offshore applications. In conjunction with the merger, we created a fourth segment, Blackhawk, and recorded goodwill of $192.4 million in that segment.

Divestitures

Beginning in 2017, we committed to sell certain of our buildings in the International Services segment and aircraft in our U.S. Services segment. See Note 6—Property, Plant and Equipment for additional information.

During the first quarter of 2018, we sold a building classified as held for sale for $0.8 million and recorded an immaterial loss. During the third quarter of 2018, we sold a building classified as held for sale with a net book value of $0.3 million for $2.6 million . During the fourth quarter of 2018, we sold a building classified as held for sale with a net book value of $4.2 million and recorded an immaterial gain.

During the first quarter of 2017, we sold a fully depreciated aircraft for a total sales price of $1.3 million and recorded a gain on sale of $1.3 million . During the third quarter of 2017, we sold an additional aircraft for a net sales price of $4.9 million and recorded an immaterial loss. We also sold a building in the Middle East for a net sales price of $2.7 million and recorded a gain on sale of $0.6 million . During the fourth quarter of 2017, we sold a building in Canada for a total sales price of $2.4 million and recorded a gain on sale of $0.3 million . We also sold our third and last aircraft for a total sales price of $0.7 million to a related party and recorded a gain on sale of $0.7 million . See Note 13—Related Party Transactions for additional information.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4—Accounts Receivable, net

Accounts receivable at December 31, 2018 and 2017 were as follows (in thousands):



	December 31,
	2018		2017
Trade accounts receivable, net of allowance of $3,925 and $4,777, respectively	$	114,630	$	83,482
Unbilled receivables	54,591		25,670
Taxes receivable	15,762		11,305
Affiliated ⁽¹⁾	549		716
Other receivables	3,882		6,037
Total accounts receivable, net	$	189,414	$	127,210


⁽¹⁾	Amounts represent expenditures on behalf of non-consolidated affiliates.

Note 5—Inventories, net

Inventories at December 31, 2018 and 2017 were as follows (in thousands):



	December 31,
	2018		2017

Pipe and connectors, net of allowance of $21,270 and $20,064, respectively	$	18,026	$	33,620
Finished goods, net of allowance of $1,354 and $1,520, respectively	22,608		14,541
Work in progress	8,285		9,206
Raw materials, components and supplies	20,463		19,053
Total inventories, net	$	69,382	$	76,420

Note 6—Property, Plant and Equipment

The following is a summary of property, plant and equipment at December 31, 2018 and 2017 (in thousands):



		December 31,
	Estimated Useful Lives in Years	2018			2017

Land ⁽¹⁾	—	$	32,945		$	15,314
Land improvements	8-15	8,316			14,594
Buildings and improvements ⁽¹⁾	13-39	125,088			119,380
Rental machinery and equipment	7	887,064			898,146
Machinery and equipment - other	7	61,796			55,049
Furniture, fixtures and computers	5	24,745			27,259
Automobiles and other vehicles	5	29,696			29,971
Leasehold improvements	7-15, or lease term if shorter	15,392			10,030
Construction in progress - machinery and equipment and buildings	—	65,152			61,836
		1,250,194			1,231,579
Less: Accumulated depreciation		(833,704		)	(761,933		)
Total property, plant and equipment, net		$	416,490		$	469,646


⁽¹⁾	The balances as of December 31, 2018 include the acquisition of land and buildings of $18.5 million and $18.5 million , respectively. See Note 13—Related Party Transactions for additional information.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the third quarter of 2017, we committed to sell certain of our buildings in the International Services segment and determined those assets met the criteria to be classified as held for sale in our consolidated balance sheet. As a result, we reclassified the buildings, with a net book value of $4.1 million , from property, plant and equipment to assets held for sale and recognized a $0.3 million loss.

During the third quarter of 2018, a building in the International Services segment with a net book value of $5.0 million met the criteria to be classified as held for sale and was reclassified from property, plant and equipment to assets held for sale on our consolidated balance sheet.

No impairments were recognized during the years ended December 31, 2018 , 2017 or 2016 .

The following table presents the depreciation and amortization associated with each line for the periods ended December 31, 2018 , 2017 and 2016 (in thousands):



	December 31,
		2018		2017		2016
Cost of revenues
Services		$	93,280	$	102,212	$	101,260
Products		4,354		4,971		4,254
General and administrative expenses		13,658		14,919		8,701
Total		$	111,292	$	122,102	$	114,215

Note 7—Other Assets

Other assets at December 31, 2018 and 2017 consisted of the following (in thousands):



	December 31,
	2018		2017

Cash surrender value of life insurance policies ⁽¹⁾	$	23,784	$	30,351
Deposits	2,269		2,564
Other	2,566		2,378
Total other assets	$	28,619	$	35,293


⁽¹⁾	See Note 10—Fair Value Measurements.

Note 8— Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities at December 31, 2018 and 2017 consisted of the following (in thousands):



	December 31,
	2018		2017

Accounts payable	$	31,960	$	33,912
Accrued compensation	30,822		25,510
Accrued property and other taxes	16,301		16,908
Accrued severance and other charges	2,328		1,444
Income taxes	12,075		8,091
Accrued purchase orders and other	30,495		23,020
Total accounts payable and accrued liabilities	$	123,981	$	108,885

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9—Debt

Credit Facilities

We had a $100.0 million revolving credit facility with certain financial institutions, including up to $20.0 million in letters of credit and up to $10.0 million in swingline loans, which matured in August 2018 . At December 31, 2017 , we had $2.8 million in letters of credit outstanding under this facility.

New Asset Based Revolving Credit Facility

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

days has been equal to at least the greater of (x) $12.5 million and (y) 15% of the lesser of the borrowing base and the aggregate commitments. If FINV fails to perform its obligations under the agreement that results in an event of default, the commitments under the New ABL Credit Facility could be terminated and any outstanding borrowings under the New ABL Credit Facility may be declared immediately due and payable. The New ABL Credit Facility also contains cross default provisions that apply to FINV’s other indebtedness.

As of December 31, 2018 , FINV had no borrowings outstanding under the New ABL Credit Facility, letters of credit outstanding of $4.9 million and availability of $69.7 million .

Insurance Notes Payable

Note 10—Fair Value Measurements

We follow fair value measurement authoritative accounting guidance for measuring fair values of assets and liabilities in financial statements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We utilize market data or assumptions that market participants who are independent, knowledgeable, and willing and able to transact would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. We are able to classify fair value balances based on the observability of these inputs. The authoritative guidance for fair value measurements establishes three levels of the fair value hierarchy, defined as follows:


•	Level 1: Unadjusted, quoted prices for identical assets or liabilities in active markets.


•	Level 2: Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly for substantially the full term of the asset or liability.


•	Level 3: Significant, unobservable inputs for use when little or no market data exists, requiring a significant degree of judgment.

The hierarchy gives the highest priority to Level 1 measurements and the lowest priority to Level 3 measurements. Depending on the particular asset or liability, input availability can vary depending on factors such as product type, longevity of a product in the market and other particular transaction conditions. In some cases, certain inputs used to measure fair value may be categorized into different levels of the fair value hierarchy. For disclosure purposes under the accounting guidance, the lowest level that contains significant inputs used in valuation should be chosen.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Financial Assets and Liabilities

A summary of financial assets and liabilities that are measured at fair value on a recurring basis, as of December 31, 2018 and 2017 were as follows (in thousands):



	Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
December 31, 2018
Assets:
Investments:
Cash surrender value of life insurance policies - deferred compensation plan	$	—	$	23,784	$	—	$	23,784
Marketable securities - other	37		—		—		37
Liabilities:
Derivative financial instruments	—		101		—		101
Deferred compensation plan	—		23,663		—		23,663



December 31, 2017
Assets:
Investments:
Cash surrender value of life insurance policies - deferred compensation plan	$	—	$	30,351	$	—	$	30,351
Marketable securities - other	113		—		—		113
Liabilities:
Derivative financial instruments	—		487		—		487
Deferred compensation plan	—		26,797		—		26,797

Our derivative financial instruments consist of short-duration foreign currency forward contracts. The fair value of derivative financial instruments is based on quoted market values including foreign exchange forward rates and interest rates. The fair value is computed by discounting the projected future cash flow amounts to present value. At December 31, 2018 and 2017 , derivative financial instruments are included in the financial statement line item accounts payable and accrued liabilities in our consolidated balance sheets.

Our investments associated with our deferred compensation plan consist primarily of the cash surrender value of life insurance policies and is included in other assets on the consolidated balance sheets. The liability associated with our deferred compensation plan is included in other liabilities on the consolidated balance sheets. Our investments change as a result of contributions, payments, and fluctuations in the market. Assets and liabilities, measured using significant observable inputs, are reported at fair value based on third-party broker statements, which are derived from the fair value of the funds' underlying investments. We also have marketable securities in publicly traded equity securities as an indirect result of strategic investments. They are reported at fair value based on the price of the stock and are included in other assets on the consolidated balance sheets.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Assets and Liabilities Measured at Fair Value on a Non-recurring Basis

We apply the provisions of the fair value measurement standard to our non-recurring, non-financial measurements including business combinations and assets identified as held for sale, as well as impairment related to goodwill and other long-lived assets. For business combinations, the purchase price is allocated to the assets acquired and liabilities assumed based on a discounted cash flow model for most intangibles as well as market assumptions for the valuation of equipment and other fixed assets.

We perform our goodwill impairment assessment for each reporting unit by comparing the estimated fair value of each reporting unit to the reporting unit’s carrying value, including goodwill. We estimate the fair value for each reporting unit using a discounted cash flow analysis based on management’s short-term and long-term forecast of operating performance. This analysis includes significant assumptions regarding discount rates, revenue growth rates, expected profitability margins, forecasted capital expenditures and the timing of expected future cash flows based on market conditions. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired. If the carrying amount of a reporting unit exceeds its estimated fair value, an impairment loss is measured and recorded.

When conducting an impairment test on long-lived assets, other than goodwill, we first compare estimated future undiscounted cash flows associated with the asset to the asset’s carrying amount. If the undiscounted cash flows are less than the asset’s carrying amount, we then determine the asset’s fair value by using a discounted cash flow analysis. These analyses are based on estimates such as management’s short-term and long-term forecast of operating performance, including revenue growth rates and expected profitability margins, estimates of the remaining useful life and service potential of the asset, and a discount rate based on our weighted average cost of capital. For assets that meet the criteria to be classified as held for sale, a market approach is used to determine fair value based on third-party appraisal reports.

The impairment assessments discussed above incorporate inherent uncertainties, including projected commodity pricing, supply and demand for our services and future market conditions, which are difficult to predict in volatile economic environments and could result in impairment charges in future periods if actual results materially differ from the estimated assumptions utilized in our forecasts. If crude oil prices decline significantly and remain at low levels for a sustained period of time, we could be required to record an impairment of the carrying value of our long-lived assets in the future which could have a material adverse impact on our operating results. Given the unobservable nature of the inputs, the discounted cash flow models are deemed to use Level 3 inputs.

Other Fair Value Considerations

The carrying values on our consolidated balance sheet of our cash and cash equivalents, short-term investments, trade accounts receivable, other current assets, accounts payable, accrued and other current liabilities and lines of credit approximate fair values due to their short maturities.

Note 11— Derivatives

We enter into short-duration foreign currency forward derivative contracts to reduce the risk of foreign currency fluctuations. We use these instruments to mitigate our exposure to non-local currency operating working capital. We record these contracts at fair value on our consolidated balance sheets. Although the derivative contracts will serve as an economic hedge of the cash flow of our currency exchange risk exposure, they are not formally designated as hedge contracts for hedge accounting treatment. Accordingly, any changes in the fair value of the derivative instruments during a period will be included in our consolidated statements of operations.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2018 and 2017 , we had the following foreign currency derivative contracts outstanding in U.S. dollars (in thousands):



	December 31, 2018
	Notional		Contractual	Settlement
Derivative Contracts	Amount		Exchange Rate	Date
Canadian dollar	$	2,248	1.3343	3/18/2019
Euro	6,967		1.1421	3/18/2019
Norwegian krone	7,713		8.5566	3/18/2019
Pound sterling	16,452		1.2655	3/18/2019



	December 31, 2017
	Notional		Contractual	Settlement
Derivative Contracts	Amount		Exchange Rate	Date
Canadian dollar	$	6,226	1.2850	3/15/2018
Euro	5,326		1.1836	3/15/2018
Norwegian krone	6,212		8.3704	3/15/2018
Pound sterling	6,039		1.3419	3/15/2018

The following table summarizes the location and fair value amounts of all derivative contracts in the consolidated balance sheets as of December 31, 2018 and 2017 (in thousands):



Derivatives not designated as Hedging Instruments	Consolidated Balance Sheet Location	December 31, 2018			December 31, 2017
Foreign currency contracts	Accounts payable and accrued liabilities	$	(101	)	$	(487	)

The following table summarize the location and amounts of the unrealized and realized gains and losses on derivative contracts in the consolidated statements of operations as of December 31, 2018 , 2017 and 2016 (in thousands):



Derivatives not designated as Hedging Instruments	Location of gain (loss) recognized in income on derivative contracts	December 31, 2018		December 31, 2017			December 31, 2016
Unrealized gain (loss) on foreign currency contracts	Other income, net	$	386	$	(634	)	$	(64	)
Realized gain (loss) on foreign currency contracts	Other income, net	1,661		(1,699		)	(296		)
Total net gain (loss) on foreign currency contracts		$	2,047	$	(2,333	)	$	(360	)

Our derivative transactions are governed through International Swaps and Derivatives Association master agreements. These agreements include stipulations regarding the right of offset in the event that we or our counterparty default on our performance obligations. If a default were to occur, both parties have the right to net amounts payable and receivable into a single net settlement between parties. Our accounting policy is to offset derivative assets and liabilities executed with the same counterparty when a master netting arrangement exists.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the gross and net fair values of our derivatives as of December 31, 2018 and 2017 (in thousands):



	Derivative Asset Positions					Derivative Liability Positions
	December 31,					December 31,
	2018			2017		2018			2017
Gross position - asset / (liability)	$	113		$	—	$	(214	)	$	(487	)
Netting adjustment	(113		)	—		113			—
Net position - asset / (liability)	$	—		$	—	$	(101	)	$	(487	)

Note 12—Preferred Stock

On August 19, 2016, we received notice from Mosing Holdings that it was exercising its right to exchange, for 52,976,000 common shares, each of the following securities: (i) 52,976,000 shares of Preferred Stock and (ii) 52,976,000 units in FICV. On August 26, 2016, we issued 52,976,000 common shares to Mosing Holdings. Each share of Preferred Stock had a liquidation preference equal to its par value of €0.01 per share and was entitled to an annual dividend equal to 0.25% of its par value. Additionally, each share of Preferred Stock entitled its holder to one vote. Preferred stockholders voted with the common stockholders as a single class on all matters presented to FINV’s shareholders for their vote.

Upon conversion of the Preferred Stock, we had no issued or outstanding convertible preferred shares and the number of common shares of authorized capital was increased by 52,976,000 shares, equal to the number of convertible preferred shares that were converted into common shares. Additionally, upon the exchange of the convertible preferred stock, Mosing Holdings was entitled to receive an amount in cash equal to the nominal value of each convertible preferred share plus any accrued but unpaid dividends with respect to such stock. The cash payment of $0.6 million was paid on September 23, 2016. In conjunction with the conversion, Mosing Holdings delivered its interest in FICV to us and no longer owns any interest in FICV. As a result of the transaction, we have also reallocated the accumulated other comprehensive loss attributable to the noncontrolling interest.

Note 13—Related Party Transactions

We have engaged in certain transactions with other companies related to us by common ownership. We have entered into various operating leases to lease facilities from these affiliated companies. Rent expense associated with our related party leases was $6.5 million , $6.9 million and $8.0 million for the years ended December 31, 2018 , 2017 and 2016 , respectively.

On November 2, 2018, Frank’s International, LLC entered into a purchase agreement with Mosing Ventures, LLC, Mosing Land & Cattle Company, LLC, Mosing Queens Row Properties, LLC, and 4-M Investments, each of which are companies related to us by common ownership (the “Mosing Companies”). Under the purchase agreement, we acquired real property that we previously leased from the Mosing Companies, and two additional properties located adjacent to those properties. The total purchase price was $37.0 million , including legal fees and closing adjustments for normal operating activity. The purchase closed on December 18, 2018. The properties are conveyed as-is, except that until 10 years following the Closing Date, the parties will continue to have certain rights and obligations under the terms of the agreements by which some of the purchased properties were acquired by the Mosing Companies at the time of our initial public offering. We made improvements on the purchased properties during the lease period, and the purchase price was calculated excluding the value of those improvements. As of the purchase close, we no longer lease the acquired properties from the Mosing Companies.

We were a party to certain agreements relating to the rental of aircraft to Western Airways (“WA”), an entity owned by the Mosing family. The WA agreements reflected both dry lease and wet lease rental, whereby we were charged a flat monthly fee primarily for crew, hangar, maintenance and administration costs in addition to other variable costs for fuel and maintenance. We also earned charter income from third party usage through a revenue sharing agreement. We recorded an immaterial amount of charter expense for the year ended December 31, 2018. We recorded net charter expense of $1.1

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

million and $1.3 million for the years ended December 31, 2017 and 2016 , respectively. In August 2017, we paid WA a $0.2 million commission for brokering the sale of a plane. In December 2017, we sold a plane to Mosing Aviation, LLC, an entity owned by the Mosing family, for $0.7 million . The rental agreements were terminated with WA effective December 29, 2017 upon the sale of our last aircraft.

Tax Receivable Agreement

Mosing Holdings and its permitted transferees converted all of their Preferred Stock into shares of our common stock on a one -for-one basis on August 26, 2016, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions, by delivery of an equivalent portion of their interests in FICV to us (the “Conversion”). FICV made an election under Section 754 of the Internal Revenue Code. Pursuant to the Section 754 election, the Conversion resulted in an adjustment to the tax basis of the tangible and intangible assets of FICV with respect to the portion of FICV now held by FINV. These adjustments are allocated to FINV. The adjustments to the tax basis of the tangible and intangible assets of FICV described above would not have been available absent this Conversion. The basis adjustments may reduce the amount of tax that FINV would otherwise be required to pay in the future. These basis adjustments may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

The TRA that we entered into with FICV and Mosing Holdings in connection with our initial public offering (“IPO”) generally provides for the payment by FINV of 85% of the amount of the actual reductions, if any, in payments of U.S. federal, state and local income tax or franchise tax (which reductions we refer to as “cash savings”) in periods after our IPO as a result of (i) the tax basis increases resulting from the Conversion and (ii) imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, payments under the TRA. In addition, the TRA provides for payment by us of interest earned from the due date (without extensions) of the corresponding tax return to the date of payment specified by the TRA. The payments under the TRA will not be conditioned upon a holder of rights under the TRA having a continued ownership interest in either FICV or FINV. We will retain the remaining 15% of cash savings, if any.

The estimation of the liability under the TRA is by its nature imprecise and subject to significant assumptions regarding the amount and timing of future taxable income. As of December 31, 2018 , FINV has a cumulative loss over the prior 36 month period. Based on this history of losses, as well as uncertainty regarding the timing and amount of future taxable income, we are no longer able to conclude that there will be future cash savings that will lead to additional payouts under the TRA beyond the estimated $0.2 million as of December 31, 2018 . Additional TRA liability may be recognized in the future based on changes in expectations regarding the timing and likelihood of future cash savings.

The payment obligations under the TRA are our obligations and are not obligations of FICV. The term of the TRA will continue until all such tax benefits have been utilized or expired, unless FINV elects to exercise its sole right to terminate the TRA early. If FINV elects to terminate the TRA early, which it may do so in its sole discretion, it would be required to make an immediate payment equal to the present value of the anticipated future tax benefits subject to the TRA (based upon certain assumptions and deemed events set forth in the TRA, including the assumption that it has sufficient taxable income to fully utilize such benefits and that any FICV interests that Mosing Holdings or its transferees own on the termination date are deemed to be exchanged on the termination date). Any early termination payment may be made significantly in advance of the actual realization, if any, of such future benefits. In addition, payments due under the TRA will be similarly accelerated following certain mergers or other changes of control. In these situations, FINV’s obligations under the TRA could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. For example, if the TRA were terminated on December 31, 2018 , the estimated termination payment would be approximately $44.6 million (calculated using a discount rate of 5.87% ). The foregoing number is merely an estimate and the actual payment could differ materially.

Because FINV is a holding company with no operations of its own, its ability to make payments under the TRA is dependent on the ability of FICV to make distributions to it in an amount sufficient to cover FINV’s obligations under such agreements; this ability, in turn, may depend on the ability of FICV’s subsidiaries to provide payments to it. The ability of FICV and its subsidiaries to make such distributions will be subject to, among other things, the applicable provisions of Dutch law that may limit the amount of funds available for distribution and restrictions in our debt instruments. To the

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

extent that FINV is unable to make payments under the TRA for any reason, except in the case of an acceleration of payments thereunder occurring in connection with an early termination of the TRA or certain mergers or change of control, such payments will be deferred and will accrue interest until paid, and FINV will be prohibited from paying dividends on its common stock.

Note 14—Loss Per Common Share

Basic loss per common share is determined by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is determined by dividing loss attributable to common stockholders by the weighted average number of common shares outstanding, assuming all potentially dilutive shares were issued.

We apply the treasury stock method to determine the dilutive weighted average common shares represented by the unvested restricted stock units and ESPP shares. Through August 26, 2016, the date of the conversion of all of Mosing Holdings' Preferred Stock and Mosing Holdings' transfer of interest in FICV to us, the diluted loss per share calculation assumed the conversion of 100% of our outstanding Preferred Stock on an as if converted basis. Accordingly, the numerator was also adjusted to include the earnings allocated to the noncontrolling interest after taking into account the tax effect of such exchange.

The following table summarizes the basic and diluted loss per share calculations (in thousands, except per share amounts):



	Year Ended December 31,
	2018			2017			2016
Numerator
Net loss	$	(90,733	)	$	(159,457	)	$	(156,079	)
Less: Net loss attributable to noncontrolling interest	—			—			20,741
Less: Preferred stock dividends	—			—			(1		)
Net loss available to common shareholders	$	(90,733	)	$	(159,457	)	$	(135,339	)

Denominator
Basic and diluted weighted average common shares ⁽¹⁾	223,999			222,940			176,584

Loss per common share:
Basic and diluted	$	(0.41	)	$	(0.72	)	$	(0.77	)



(1)	Approximate number of shares of potentially convertible preferred stock to common stock up until the time of conversion on August 26, 2016, unvested restricted stock units and stock to be issued pursuant to the ESPP have been excluded from the computation of diluted loss per share as the effect would be anti-dilutive when the results from operations are at a net loss.	922	648	35,556

Note 15—Stock-Based Compensation

2013 Long-Term Incentive Plan

Under our 2013 Long-Term Incentive Plan (the “LTIP”), stock options, SARs, restricted stock, restricted stock units, dividend equivalent rights and other types of equity and cash incentive awards may be granted to employees, non-employee directors and service providers. The LTIP expires after 10 years, unless prior to that date the maximum number of shares available for issuance under the plan has been issued or our board of directors terminates the plan. There are 20,000,000 shares of common stock reserved for issuance under the LTIP. As of December 31, 2018 , 12,714,143 shares remained available for issuance.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restricted Stock Units

Upon completion of the IPO and pursuant to the LTIP, we began granting restricted stock units. Substantially all RSUs granted under the LTIP vest ratably over a period of one to three years. Our treasury stock consists of shares that were withheld from employees to settle personal tax obligations that arose as a result of restricted stock units that vested. Certain restricted stock unit awards provide for accelerated vesting for qualifying terminations of employment or service.

Employees granted RSUs are not entitled to dividends declared on the underlying shares while the restricted stock unit is unvested. As such, the grant date fair value of the award is measured by reducing the grant date price of our common stock by the present value of the dividends expected to be paid on the underlying shares during the requisite service period, discounted at the appropriate risk-free interest rate. The weighted average grant date fair value of RSUs granted during the years ended December 31, 2018 , 2017 and 2016 was $9.5 million , $12.1 million and $11.6 million , respectively. Compensation expense is recognized ratably over the vesting period. Forfeitures are recorded as they occur.

Stock-based compensation expense relating to RSUs included in general and administrative expenses on the consolidated statements of operations for the years ended December 31, 2018 , 2017 and 2016 was $8.9 million , $12.8 million and $15.6 million , respectively. The total fair value of RSUs vested during the years ended December 31, 2018 , 2017 and 2016 was $6.7 million , $9.9 million and $22.6 million , respectively. Unamortized stock compensation expense as of December 31, 2018 relating to RSUs totaled approximately $8.6 million , which will be expensed over a weighted average period of 1.69 years .

Non-vested RSUs outstanding as of December 31, 2018 and the changes during the year were as follows:



	Number of Shares		Weighted Average Grant Date Fair Value
Non-vested at December 31, 2017	1,865,300		$	10.55
Granted	1,507,609		6.28
Vested	(1,017,843	)	10.89
Forfeited	(166,101	)	7.73
Non-vested at December 31, 2018	2,188,965		$	7.66

Performance Restricted Stock Units

The purpose of the PRSUs is to closely align the incentive compensation of the executive leadership team for the duration of the performance cycle with returns to FINV’s shareholders and thereby further motivate the executive leadership team to create sustained value to FINV shareholders. The design of the PRSU grants effectuates this purpose by placing a material amount of incentive compensation for each executive at risk by offering an extraordinary reward for the attainment of extraordinary results. Design features of the PRSU grant that in furtherance of this purpose include the following: (1) The vesting of the PRSUs is based on total shareholder return (“TSR”) based on a comparison to the returns of a peer group. (2) TSR is computed over the entire Performance Period (using a 30 -day averaging period for the first 30 calendar days and the last 30 calendar days of the Performance Period to mitigate the effect of stock price volatility). The TSR calculation will assume reinvestment of dividends. (3) The ultimate number of shares to be issued pursuant to the PRSU awards will vary in proportion to the actual TSR achieved as a percentile compared to the peer group during the Performance Period as follows: (i) no shares will be issued if the Company’s performance falls below the 25 th percentile; (ii) 50% of the Target Level if the Company achieves a rank in the 25 th percentile (the threshold level); (iii) 100% of the Target Level if the Company achieves a rank in the 50 th percentile (the target level); (iv) 150% of the Target Level if the Company achieves a rank in the 75 th percentile (the maximum level for the 2016 and 2017 grants); and 200% of the Target Level if the Company achieves a rank in the 90 th percentile and above (the maximum level for the 2018 grant). (4) Unless there is a qualifying termination as defined in the PRSU award agreement, the PRSU’s of an executive will be forfeited upon an executive’s termination of employment during the Performance Period.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Though the value of the PRSU grant may change for each participant, the compensation expense recorded by the Company is determined on the date of grant. Expected volatility is based on historical equity volatility of our stock based on 50% of historical and 50% of implied volatility weighting commensurate with the expected term of the PRSU. The expected volatility considers factors such as the historical volatility of our share price and our peer group companies, implied volatility of our share price, length of time our shares have been publicly traded, and split- and dividend-adjusted closing stock prices. We assumed no forfeiture rate for the PRSUs.

In 2018 , we granted PRSUs with a fair value of $2.0 million or 275,550 units (“Target Level”). The performance period for these grants is three one -year periods from January 1, 2018 to December 31, 2018, January 1, 2019 to December 31, 2019 and January 1, 2020 to December 31, 2020 (“Performance Period”).

The weighted average assumptions for the PRSUs granted in 2018 are as follows:



	2018
Total expected term (in years)	2.86
Expected volatility	39.0%
Risk-free interest rate	2.35%
Correlation range	11.0% to 85.7%

In 2017 , we granted PRSUs with a fair value of $2.6 million or 293,083 units (“Target Level”). The performance period for these grants is a three -year period from either January 1, 2017 to December 31, 2019 or September 27, 2017 to September 26, 2020 (“Performance Period”).

The weighted average assumptions for the PRSUs granted in 2017 are as follows:



	2017
Expected term (in years)	2.92
Expected volatility	42.1%
Risk-free interest rate	1.51%
Correlation range	26.8% to 76.0%

In 2016 , we granted PRSUs with a fair value of $2.8 million or 199,168 units (“Target Level”). The performance period for these grants is a three -year period from January 1, 2016 to December 31, 2018 (“Performance Period”).

The weighted average assumptions for the PRSUs granted in 2016 are as follows:



	2016
Expected term (in years)	2.86
Expected volatility	42.7%
Risk-free interest rate	0.88%
Correlation range	24.4% to 71.0%

In the event of death or disability, the restrictions related to forfeiture as defined in the performance awards agreement will lapse with respect to 100% of the PRSUs at the target level effective on the date of such event. In the event of involuntary termination except for cause, the Company will enter into a special vesting agreement with the executive under which the restrictions for forfeiture will not lapse upon such termination. In the event of a termination for any other reason prior to the end of the Performance Period, all PRSUs will be forfeited.

Stock-based compensation expense related to PRSUs included in general and administrative expenses on the consolidated statements of operations for the years ended December 31, 2018 , 2017 and 2016 was $1.2 million , $0.6 million and $0.8 million , respectively. The total fair value of PRSUs vested during the year ended December 31, 2017 was $0.2

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

million . There were no PRSU vestings during the years ended December 31, 2018 and 2016 . Unamortized stock compensation expense as of December 31, 2018 relating to PRSUs totaled approximately $2.0 million , which will be expensed over a weighted average period of 1.90 years.

Non-vested PRSUs outstanding as of December 31, 2018 and the changes during the year were as follows:



	Number of Shares		Weighted Average Grant Date Fair Value
Non-vested at December 31, 2017	384,245		$	9.01
Granted	275,550		7.26
Forfeited	(65,808	)	10.20
Non-vested at December 31, 2018	593,987		$	8.06

Employee Stock Purchase Plan

Under the Frank's International N.V. ESPP, eligible employees have the right to purchase shares of common stock at the lesser of (i) 85% of the last reported sale price of our common stock on the last trading date immediately preceding the first day of the option period, or (ii) 85% of the last reported sale price of our common stock on the last trading date immediately preceding the last day of the option period. The ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code. We have reserved 3.0 million shares of our common stock for issuance under the ESPP, of which 2.5 million shares were available for issuance as of December 31, 2018 . Shares issued to our employees under the ESPP totaled 232,592 in 2018 and 155,673 shares in 2017 . For the years ended December 31, 2018 , 2017 and 2016 , we recognized $0.5 million , $0.4 million and $0.3 million of compensation expense related to stock purchased under the ESPP, respectively.

In January 2018 , we issued 99,225 shares of our common stock to our employees under this plan to satisfy the employee purchase period from July 1, 2017 to December 31, 2017 , which increased our common stock outstanding.

In July 2018 , we issued 133,367 shares of our common stock to our employees under this plan to satisfy the employee purchase period from January 1, 2018 to June 30, 2018 , which increased our common stock outstanding.

Note 16—Employee Benefit Plans

U.S. Benefit Plans

401(k) Savings and Investment Plan . Frank’s International, LLC administers a 401(k) savings and investment plan (the “Plan”) as part of the employee benefits package. Employees are required to complete one month of service before becoming eligible to participate in the Plan. Under the terms of the Plan, we match 100% of the first 3% of eligible compensation an employee contributes to the Plan up to the annual allowable IRS limit. Additionally, the Company provides a 50% match on any employee contributions between 4% to 6% of eligible compensation. Our matching contributions to the Plan totaled $4.5 million , $3.7 million and $3.8 million for the years ended December 31, 2018 , 2017 and 2016 , respectively.

Executive Deferred Compensation Plan . In December 2004, we and certain affiliates adopted the Frank’s Executive Deferred Compensation Plan (the “EDC Plan”). The purpose of the EDC Plan is to provide participants with an opportunity to defer receipt of a portion of their salary, bonus, and other specified cash compensation. Participant contributions are immediately vested. Our contributions vest after five years of service. All participant benefits under this EDC Plan shall be paid directly from the general funds of the applicable participating subsidiary or a grantor trust, commonly referred to as a Rabbi Trust, created for the purpose of informally funding the EDC Plan, and other than such Rabbi Trust, no special or separate fund shall be established and no other segregation of assets shall be made to assure payment. The assets of our EDC Plan’s trust are invested in a corporate owned split-dollar life insurance policy and an amalgamation of mutual funds (See Note 7—Other Assets).

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We recorded compensation expense related to the vesting of the Company’s contribution of $1.0 million and $1.7 million for the years ended December 31, 2018 and 2016 , respectively. No compensation expense related to the vesting of the Company’s contribution was recorded for the year ended December 31, 2017 . The total liability recorded at December 31, 2018 and 2017 , related to the EDC Plan was $23.7 million and $26.8 million , respectively, and was included in other noncurrent liabilities on the consolidated balance sheets.

Note 17—Income Taxes

Loss before income tax expense (benefit) was comprised of the following for the periods indicated (in thousands):



	Year Ended December 31,
	2018			2017			2016

United States	$	(85,342	)	$	(167,908	)	$	(128,396	)
Foreign	(8,341		)	81,369			(53,326		)
Loss before income tax expense (benefit)	$	(93,683	)	$	(86,539	)	$	(181,722	)

Income taxes have been provided for based upon the tax laws and rates in the countries in which operations are conducted and income is earned. Components of income tax expense (benefit) consist of the following for the periods indicated (in thousands):



	Year Ended December 31,
	2018			2017			2016
Current
U.S. federal	$	—		$	—		$	(13,389	)
U.S. state and local	7			(15		)	379
Foreign	11,677			10,516			14,903
Total current	11,684			10,501			1,893

Deferred
U.S. federal	—			56,621			(25,838		)
U.S. state and local	—			2,420			(1,512		)
Foreign	(14,634		)	3,376			(186		)
Total deferred	(14,634		)	62,417			(27,536		)
Total income tax expense (benefit)	$	(2,950	)	$	72,918		$	(25,643	)

For the year ending December 31, 2017, the Company reported, on a provisional basis, the tax impacts resulting from the enactment of the Tax Cuts and Jobs Act (“Tax Act”) on December 22, 2017. During 2018, the Company completed its analysis of the impacts of the Tax Act during the measurement period without further adjustment. The Company has completed the accounting for the impacts of the Tax Act, although adjustments may be necessary in future periods due to technical corrections and/or regulatory guidance that may be issued by the Internal Revenue Service.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Foreign taxes were incurred in the following regions for the periods indicated (in thousands):



	Year Ended December 31,
	2018			2017		2016

Latin America	$	1,261		$	5,469	$	1,159
West Africa	2,692			3,243		3,687
Middle East	2,249			1,633		1,880
Europe	461			1,348		5,132
Asia Pacific	922			1,388		1,364
Other	(10,542		)	812		1,495
Total foreign income tax expense (benefit)	$	(2,957	)	$	13,893	$	14,717

A reconciliation of the differences between the income tax provision computed at the 21% U.S. statutory rate in effect at December 31, 2018 and the reported provision for income taxes for the periods indicated is as follows (in thousands):



	Year Ended December 31,
	2018			2017			2016

Income tax expense (benefit) at statutory rate	$	(19,673	)	$	(30,289	)	$	(63,603	)
Branch profits tax	(4,267		)	(4,871		)	(3,805		)
State taxes, net of federal benefit	(27		)	2,405			(674		)
Restricted stock units tax shortfall	1,025			1,651			2,758
Taxes on foreign earnings at less than the U.S. statutory rate	13,095			(22,464		)	30,737
Effect of tax rate change	(2,929		)	23,843			—
Effect of moving activity to higher tax rate jurisdiction	(14,620		)	—			—
Management fee charged to international operations	1,515			1,213			—
Tax effect of TRA derecognition	—			46,874			—
Establishment of valuation allowances	22,892			51,911			2,644
Return-to-provision adjustments	(521		)	3,551			(1,130		)
Noncontrolling interest	—			—			7,367
Other	560			(906		)	63
Total income tax expense (benefit)	$	(2,950	)	$	72,918		$	(25,643	)

A reconciliation using the Netherlands statutory rate was not provided as there are no significant operations in the Netherlands.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred tax assets and liabilities are recorded for the anticipated future tax effects of temporary differences between the financial statement basis and tax basis of our assets and liabilities and are measured using the tax rates and laws expected to be in effect when the differences are projected to reverse. A valuation allowance is recorded when it is not more likely than not that some or all the benefit from the deferred tax asset will be realized. Significant components of deferred tax assets and liabilities are as follows (in thousands):



	December 31,
	2018			2017
Deferred tax assets
Foreign net operating loss	$	13,290		$	13,023
U.S. net operating loss	76,349			52,289
Research and development credit	609			297
TRA	—			566
Intangibles	5,933			5,935
Inventory	2,350			1,488
Property and equipment	14,621			—
Investment in partnership	23,931			20,248
Other	773			419
Valuation allowance	(84,972		)	(60,524		)
Total deferred tax assets	52,884			33,741

Deferred tax liabilities
Investment in partnership	(27,352		)	(23,594		)
Property and equipment	(3,652		)	(4,293		)
Goodwill	(7,259		)	(5,854		)
Other	(221		)	(229		)
Total deferred liabilities	(38,484		)	(33,970		)

Net deferred tax assets (liabilities)	$	14,400		$	(229	)

As of December 31, 2018, we have income tax net operating loss (“NOL”) carryforwards related to both our U.S. and foreign operations of approximately $ 326.7 million. In addition, we have research and development tax credit carryforwards of approximately $ 0.6 million. The ultimate utilization of the NOLs and research and development credits depend on the ability to generate sufficient taxable income in the appropriate tax jurisdiction. These tax attributes expire as follows:



Year of Expiration	U.S. NOLs		Foreign NOLs		R&D Credits

2019 - 2023	$	—	$	9,022	$	—
2024 - 2028	—		1,901		—
2028 - 2038	194,381		208		609
Does not expire	78,315		42,852		—
	$	272,696	$	53,983	$	609

The valuation allowance increased from $60.5 million to $85.0 million during 2018 as a result of accumulated tax losses in both the U.S. and various foreign tax jurisdictions. We evaluated all available evidence and determined that it is more likely than not that these losses will not be realized.

It is our intention that all cash and earnings of our subsidiaries as of December 31, 2018 are permanently reinvested and will be used to meet operating cash flow needs. Existing plans do not demonstrate a need to repatriate foreign cash to fund parent company activity, however, should we determine that parent company funding is required, we estimate that any such cash needs may be met without adverse tax consequences.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2018 and 2017 , we had total gross unrecognized tax benefits of $0.3 million and $0.2 million , respectively. Substantially all of the uncertain tax positions, if recognized in the future, would impact our effective tax rate. We have elected to classify interest and penalties incurred on income taxes as income tax expense.

We file income tax returns in the U.S. and various international tax jurisdictions. As of December 31, 2018 , our U.S. tax returns remain open to examination for the tax years 2017 through 2018, and the major foreign taxing jurisdictions to which we are subject to tax are open to examination for the tax years 2010 through 2018.

Note 18—Commitments and Contingencies

Commitments

We are committed under various noncancelable operating lease agreements primarily related to facilities and equipment that expire at various dates throughout the next several years. Future minimum lease commitments under noncancelable operating leases with initial or remaining terms of one year or more at December 31, 2018 , are as follows (in thousands):



Year Ending December 31,	Amount
2019	$	10,544
2020	9,120
2021	7,370
2022	6,006
2023	4,251
Thereafter	13,103
Total future lease commitments	$	50,394

Total rent expense incurred under operating leases was $16.8 million , $18.7 million , and $19.1 million for the years ended December 31, 2018 , 2017 and 2016 , respectively.

We also have purchase commitments related to inventory in the amount of $42.2 million . We enter into purchase commitments as needed.

Contingencies

We are the subject of lawsuits and claims arising in the ordinary course of business from time to time. A liability is accrued when a loss is both probable and can be reasonably estimated. We had no material accruals for loss contingencies, individually or in the aggregate, as of December 31, 2018 and December 31, 2017 . We believe the probability is remote that the ultimate outcome of these matters would have a material adverse effect on our financial position, results of operations or cash flows.

We are conducting an internal investigation of the operations of certain of our foreign subsidiaries in West Africa including possible violations of the U.S. Foreign Corrupt Practices Act (“FCPA”), our policies and other applicable laws. In June 2016, we voluntarily disclosed the existence of our extensive internal review to the SEC, the U.S. Department of Justice (“DOJ”) and other governmental entities. It is our intent to continue to fully cooperate with these agencies and any other applicable authorities in connection with any further investigation that may be conducted in connection with this matter. While our review has not indicated that there has been any material impact on our previously filed financial statements, we have continued to collect information and cooperate with the authorities, but at this time are unable to predict the ultimate resolution of these matters with these agencies.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

involved in our ongoing investigation discussed above). We received a No Action Letter dated April 20, 2018 from OEE, stating that OEE had closed its investigation without taking further action. In addition, we received a No Action Letter dated April 23, 2018 from OFAC, stating that OFAC had closed its investigation without taking further action.

As disclosed above, our investigation into possible violations of the FCPA remains ongoing, and we will continue to cooperate with the SEC, DOJ and other relevant governmental entities in connection therewith. At this time, we are unable to predict the ultimate resolution of these matters with these agencies, including any financial impact to us. Our board and management are committed to continuously enhancing our internal controls that support improved compliance and transparency throughout our global operations.

Note 19—Severance and Other Charges (Credits), net

We recognize severance and other charges for costs associated with workforce reductions, facility closures, exiting or reducing our footprint in certain countries, inventory impairment and the retirement of excess machinery and equipment based on economic utility. As a result of the downturn in the industry and its impact on our business outlook, we continue to take actions to adjust our operations and cost structure to reflect current and expected activity levels. Depending on future market conditions, further actions may be necessary to adjust our operations, which may result in additional charges.

Our severance and other charges (credits), net are summarized below (in thousands):



	Year Ended December 31,
	2018			2017		2016
Severance and other costs	$	4,552		$	2,697	$	16,525
Fixed asset retirements and abandonments	—			6,454		29,881
Inventory impairment	—			51,181		—
Accounts receivable write-off (recovery)	(4,862		)	15,022		—
	$	(310	)	$	75,354	$	46,406

Severance and other costs : We incurred costs due to a continued effort to adjust our cost base, including reducing our workforce to meet the depressed demand in the industry.

Fixed asset retirements and abandonments : During the year ended December 31, 2016, we identified certain equipment that based on specifications and current market conditions no longer had economic utility and therefore had reached the end of its useful life. Accordingly, management decided to retire this equipment, which resulted in charges of $29.9 million . During the year ended December 31, 2017, we retired additional equipment prior to the end of its originally estimated useful lives, as well as abandoned capital projects, which resulted in a charge of $6.5 million .

Inventory impairment : During 2017, we determined the cost of our connector inventory exceeded its net realizable value, which resulted in a charge of $51.2 million .

Accounts receivable write-off (recovery) : We have experienced payment delays from certain customers in Nigeria, Angola and Venezuela. During the fourth quarter of 2017 management decided to significantly reduce our footprint in Nigeria and Angola and temporarily cease operations in Venezuela, which we believe will diminish our ability to collect amounts owed. As a result, we wrote off trade accounts receivable of $15.0 million during the year ended December 31, 2017. In 2018, we recovered $4.9 million of previously written off receivables from a customer in Angola.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 20—Supplemental Cash Flow Information

Supplemental cash flows and non-cash transactions were as follows for the periods indicated (in thousands):



	Year Ended December 31,
	2018		2017			2016

Cash paid for interest	$	273	$	296		$	447
Cash paid (received) for income taxes, net of refunds	1,848		(20,732		)	8,754

Non-cash transactions:
Change in accruals related to purchases of property, plant and equipment and intangibles	$	5,910	$	5,761		$	1,658
Insurance premium financed by note payable	6,798		5,125			—
Net transfers from inventory to property, plant and equipment	4,529		4,689			—
Value of shares issued for Blackhawk Group acquisition	—		—			144,047
Conversion of Preferred Stock	—		—			55,941
TRA liability	—		—			124,531
Deferred tax impact of TRA	—		—			68,590

Note 21—Segment Information

Reporting Segments

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. We are comprised of four reportable segments: International Services, U.S. Services, Tubular Sales and Blackhawk.

The International Services segment provides tubular services in international offshore markets and in several onshore international regions. Our customers in these international markets are primarily large exploration and production companies, including integrated oil and gas companies and national oil and gas companies, and other oilfield services companies.

The Tubular Sales segment designs, manufactures and distributes large outside diameter ( “ OD ” ) pipe, connectors and casing attachments and sells large OD pipe originally manufactured by various pipe mills. We also provide specialized fabrication and welding services in support of offshore projects, including drilling and production risers, flowlines and pipeline end terminations, as well as long length tubulars (up to 300 feet in length) for use as caissons or pilings. This segment also designs and manufactures proprietary equipment for use in our International and U.S. Services segments.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenues

We disaggregate our revenue from contracts with customers by geography for each of our segments, as we believe this best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. The following tables presents our revenues disaggregated by geography based on the location where our services were provided and products sold (in thousands):



	Year Ended December 31, 2018
	International Services		U.S. Services		Tubular Sales		Blackhawk		Consolidated
United States	$	—	$	148,941	$	59,338	$	72,316	$	280,595
International	222,992		—		2,077		16,829		241,898
Total Revenues	$	222,992	$	148,941	$	61,415	$	89,145	$	522,493



	Year Ended December 31, 2017
	International Services		U.S. Services		Tubular Sales		Blackhawk		Consolidated
United States	$	—	$	118,815	$	55,862	$	70,007	$	244,684
International	206,746		—		2,348		1,017		210,111
Total Revenues	$	206,746	$	118,815	$	58,210	$	71,024	$	454,795



	Year Ended December 31, 2016
	International Services		U.S. Services		Tubular Sales		Blackhawk		Consolidated
United States	$	—	$	152,827	$	85,055	$	9,982	$	247,864
International	237,207		—		2,460		—		239,667
Total Revenues	$	237,207	$	152,827	$	87,515	$	9,982	$	487,531

Revenue by geographic area was as follows (in thousands):



	Year Ended
	December 31,
	2018		2017		2016
United States	$	280,595	$	244,684	$	247,864
Europe/Middle East/Africa	135,786		138,304		160,651
Latin America	46,553		33,131		35,390
Asia Pacific	27,509		20,573		30,325
Other countries	32,050		18,103		13,301
Total Revenues	$	522,493	$	454,795	$	487,531

We are a Netherlands based company and we derive our revenue from services and product sales to clients primarily in the oil and gas industry. No single customer accounted for more than 10% of our revenue for the year ended December 31, 2018 . For the years ended December 31, 2017 and 2016 , one customer accounted for 10% and 13% of our revenues, respectively. In both years, all four of our segments generated revenue from this customer.

The revenue generated in the Netherlands was immaterial for the years ended December 31, 2018 , 2017 and 2016 . Other than the United States, no individual country represented more than 10% of our revenue for the years ended December 31, 2018 , 2017 and 2016 .

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Adjusted EBITDA

We define Adjusted EBITDA as net income (loss) before interest income, net, depreciation and amortization, income tax benefit or expense, asset impairments, gain or loss on disposal of assets, foreign currency gain or loss, equity-based compensation, unrealized and realized gain or loss, the effects of the TRA, other non-cash adjustments and other charges or credits. We review Adjusted EBITDA on both a consolidated basis and on a segment basis. We use Adjusted EBITDA to assess our financial performance because it allows us to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization), income tax, foreign currency exchange rates and other charges and credits. Adjusted EBITDA has limitations as an analytical tool and should not be considered as an alternative to net income (loss), operating income (loss), cash flow from operating activities or any other measure of financial performance presented in accordance with GAAP.

Our CODM uses Adjusted EBITDA as the primary measure of segment reporting performance.

The following table presents a reconciliation of Segment Adjusted EBITDA to net loss (in thousands):



	Year Ended December 31,
	2018			2017			2016
Segment Adjusted EBITDA:
International Services	$	35,498		$	30,801		$	33,264
U.S. Services ⁽¹⁾	(18,115		)	(39,357		)	(11,012		)
Tubular Sales	3,153			3,181			1,741
Blackhawk	12,696			11,090			1,038
Total	33,232			5,715			25,031
Interest income, net	4,243			2,309			2,073
Income tax (expense) benefit	2,950			(72,918		)	25,643
Depreciation and amortization	(111,292		)	(122,102		)	(114,215		)
Gain (loss) on disposal of assets	1,309			2,045			(1,117		)
Foreign currency gain (loss)	(5,675		)	2,075			(10,819		)
TRA related adjustments ⁽²⁾	(1,359		)	122,515			—
Charges and credits ⁽³⁾	(14,141		)	(99,096		)	(82,675		)
Net loss	$	(90,733	)	$	(159,457	)	$	(156,079	)


(1)	Includes all corporate general and administrative expenses.


(2)	Please see Note 13—Related Party Transactions for further discussion.

(3)

Comprised of Equity-based compensation expense (2018: $10,621 ; 2017: $13,862 ; 2016: $15,978 ), Mergers and acquisition expense (2018: $58 ; 2017: $459 ; 2016: $13,784 ), Severance and other (charges) credits (2018: $310 ; 2017: $(75,354) ; 2016: $(46,406) ), Unrealized and realized gains (losses) (2018: $1,682 ; 2017: $(2,791) ; 2016: $(110) ), Investigation-related matters (2018: $5,454 ; 2017: $6,143 ; 2016: $ 6,397 ) and Other adjustments (2018: none ; 2017: $487 ; 2016: none ).

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table sets forth certain financial information with respect to our reportable segments (in thousands):



	International Services			U.S. Services			Tubular Sales			Blackhawk			Eliminations			Total

Year Ended December 31, 2018
Revenue from external customers	$	222,992		$	148,941		$	61,415		$	89,145		$	—		$	522,493
Inter-segment revenues	(222		)	17,821			1,695			3,387			(22,681		)	—
Operating income (loss)	(15,328		)	(71,824		)	442			(6,171		)	—			(92,881		)
Adjusted EBITDA	35,498			(18,115		)	3,153			12,696			—			*
Depreciation and amortization	54,450			37,100			2,481			17,261			—			111,292
Property, plant and equipment	143,424			168,372			75,259			29,435			—			416,490
Purchases of property, plant and equipment and intangibles	1,864			35,206			12,668			6,733			—			56,471

Year Ended December 31, 2017
Revenue from external customers	$	206,746		$	118,815		$	58,210		$	71,024		$	—		$	454,795
Inter-segment revenues	23			17,071			14,132			129			(31,355		)	—
Operating loss	(44,199		)	(101,602		)	(51,397		)	(17,544		)	—			(214,742		)
Adjusted EBITDA	30,801			(39,357		)	3,181			11,090			—			*
Depreciation and amortization	54,873			38,151			3,697			25,381			—			122,102
Property, plant and equipment	197,305			173,501			66,153			32,687			—			469,646
Purchases of property, plant and equipment and intangibles	7,042			9,618			268			5,062			—			21,990

Year Ended December 31, 2016
Revenue from external customers	$	237,207		$	152,827		$	87,515		$	9,982		$	—		$	487,531
Inter-segment revenues	68			19,590			19,456			—			(39,114		)	—
Operating loss	(41,668		)	(116,603		)	(2,884		)	(2,207		)	—			(163,362		)
Adjusted EBITDA	33,264			(11,012		)	1,741			1,038			—			*
Depreciation and amortization	59,435			47,438			4,087			3,255			—			114,215
Property, plant and equipment	247,913			201,772			73,316			44,023			—			567,024
Purchases of property, plant and equipment and intangibles	23,461			18,112			540			14			—			42,127

* Non-GAAP financial measure not disclosed.

The CODM does not review total assets by segment as part of the financial information provided; therefore, no asset information is provided in the above table.



	December 31,
	2018		2017
Long-Lived Assets (PP&E)
United States	$	272,476	$	272,342
International	144,014		197,304
	$	416,490	$	469,646

Based on the unique nature of our operating structure, revenue generating assets are interchangeable between two categories: (i) offshore and (ii) onshore. In addition, some onshore assets can only be used in the U.S. based upon certification. Long-lived assets in the Netherlands were insignificant in each of the years presented.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 22—Quarterly Financial Data (Unaudited)

Summarized quarterly financial data for the years ended December 31, 2018 and 2017 is set forth below (in thousands, except per share data).



	First			Second			Third			Fourth
	Quarter			Quarter			Quarter			Quarter			Total
2018
Revenue	$	115,569		$	132,085		$	128,986		$	145,853		$	522,493
Gross profit ⁽¹⁾	8,896			21,331			20,204			24,311			74,742
Operating loss	(34,907		)	(23,782		)	(13,591		)	(20,601		)	(92,881		)
Net loss	(42,073		)	(25,763		)	(6,999		)	(15,898		)	(90,733		)
Loss per common share: ⁽⁴⁾
Basic and diluted	$	(0.19	)	$	(0.12	)	$	(0.03	)	$	(0.07	)	$	(0.41	)

2017
Revenue	$	110,731		$	117,659		$	108,083		$	118,322		$	454,795
Gross profit ⁽¹⁾	8,827			11,811			9,411			7,141			37,190
Operating loss ⁽²⁾	(36,610		)	(33,966		)	(35,080		)	(109,086		)	(214,742		)
Net income (loss) ⁽³⁾	(26,663		)	(25,950		)	2,296			(109,140		)	(159,457		)
Income (loss) per common share: ⁽⁴⁾
Basic and diluted	$	(0.12	)	$	(0.12	)	$	0.01		$	(0.49	)	$	(0.72	)


⁽¹⁾	Gross profit is defined as total revenue less cost of revenues less depreciation and amortization attributed to cost of revenues.


⁽²⁾	Fourth quarter includes inventory impairments of $51.2 million and accounts receivable write-offs of $15.0 million . Please see Note 19—Severance and Other Charges (Credits), net in these Notes to Consolidated Financial Statements.


⁽³⁾	Third quarter includes the impact of the derecognition of the TRA liability. Please see Note 13—Related Party Transactions in these Notes to Consolidated Financial Statements.


⁽⁴⁾	The sum of the individual quarterly income (losses) per share amounts may not agree with year-to-date net income (loss) per common share as each quarterly computation is based on the weighted average number of common shares outstanding during that period.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-K. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure, and such information is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of December 31, 2018 at the reasonable assurance level.

Management’s Report Regarding Internal Control

See Management’s Report on Internal Control Over Financial Reporting under Part II, Item 8, “Financial Statements and Supplementary Data” of this Form 10-K.

Attestation Report of the Registered Public Accounting Firm

See Report of Independent Registered Public Accounting Firm under Part II, Item 8, “Financial Statements and Supplementary Data” of this Form 10-K.

Changes in Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2018 , that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers, and Corporate Governance

Item 10 is incorporated by reference to our definitive proxy statement to be filed pursuant to Regulation 14A under the Exchange Act. We expect to file the definitive proxy statement with the SEC within 120 days after December 31, 2018 .

Item 11. Executive Compensation

Item 11 is incorporated by reference to our definitive proxy statement to be filed pursuant to Regulation 14A under the Exchange Act. We expect to file the definitive proxy statement with the SEC within 120 days after December 31, 2018 .

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12 is incorporated by reference to our definitive proxy statement to be filed pursuant to Regulation 14A under the Exchange Act. We expect to file the definitive proxy statement with the SEC within 120 days after December 31, 2018 .

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 13 is incorporated by reference to our definitive proxy statement to be filed pursuant to Regulation 14A under the Exchange Act. We expect to file the definitive proxy statement with the SEC within 120 days after December 31, 2018 .

Item 14. Principal Accounting Fees and Services

Item 14 is incorporated by reference to our definitive proxy statement to be filed pursuant to Regulation 14A under the Exchange Act. We expect to file the definitive proxy statement with the SEC within 120 days after December 31, 2018 .

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

Our Consolidated Financial Statements are included under Part II, Item 8, “Financial Statements and Supplementary Data” of this Form 10-K. For a listing of these statements and accompanying footnotes, see “Index to Consolidated Financial Statements” at page 52.

(a)(2) Financial Statement Schedules

Schedule II - Valuation and Qualifying Accounts

Financial statement schedules are listed on page 101. Schedules not listed above have been omitted because they are not applicable or not required or the information required to be set forth therein is included in Item 8, “Financial Statements and Supplementary Data” or notes thereto.

(a)(3) Exhibits

The following exhibits are filed or furnished with this Report or incorporated by reference:



3.1	Deed of Amendment to Articles of Association of Frank’s International N.V., dated May 19, 2017 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-36053), filed on May 25, 2017).
*10.1	Credit Agreement, dated as of November 5, 2018, by and among Frank’s International C.V., Frank’s International, LLC and Blackhawk Group Holdings, LLC (as Borrowers), Frank’s International N.V., Frank’s International GP, LLC, Frank’s International, L.P., Frank’s International LP B.V., Frank’s International Partners B.V., Frank’s International Management B.V., Blackhawk Intermediate Holdings, LLC, Blackhawk Specialty Tools, LLC, and Trinity Tool Rentals, LLC (as Guarantors), JPMorgan Chase Bank, N.A. (as Administrative Agent and Issuing Bank), and the lenders from time to time party thereto.
*10.2	U.S. Pledge and Security Agreement, dated as of November 5, 2018, by and among Frank’s International, LLC, Blackhawk Group Holdings, LLC, Frank’s International GP, LLC, Frank’s International, LP, Blackhawk Intermediate Holdings, LLC, Blackhawk Specialty Tools, LLC, Trinity Tool Rentals, LLC (as Grantors) and JPMorgan Chase Bank, N.A. (as Administrative Agent).
*10.3	Dutch Pledge Agreement, dated as of November 5, 2018, by and among Frank’s International C.V., Frank’s International LP B.V., Frank’s International Partners B.V., Frank’s International N.V., and Frank’s International Management B.V. (as Pledgors) and JPMorgan Chase Bank, N.A. (as Pledgee).
†10.4	Indemnification Agreement dated August 14, 2013, by and among Frank’s International N.V. and Donald Keith Mosing (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
†10.5	Indemnification Agreement dated August 14, 2013, by and among Frank’s International N.V. and Kirkland D. Mosing (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
†10.6	Indemnification Agreement dated August 14, 2013, by and among Frank’s International N.V. and Steven B. Mosing (incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
†10.7	Indemnification Agreement dated November 6, 2013, by and between Frank’s International N.V. and Michael C. Kearney (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 6, 2015).



†10.8	Indemnification Agreement dated January 23, 2015, by and between Frank’s International N.V. and William B. Berry (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-36053), filed on January 27, 2015).
†10.9	Indemnification Agreement dated August 4, 2015, by and between Frank’s International N.V. and Alejandro Cestero (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 29, 2016).
†10.10	Indemnification Agreement dated May 20, 2016, by and between Frank’s International N.V. and Michael E. McMahon (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 27, 2018).
†10.11	Indemnification Agreement dated May 20, 2016, by and between Frank’s International N.V. and Alexander Vriesendorp (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 27, 2018).
†10.12	Indemnification Agreement dated March 2, 2017, by and between Frank’s International N.V. and Kyle McClure (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 7, 2017).
†10.13	Indemnification Agreement dated March 19, 2017, by and between Frank’s International N.V. and Robert Drummond (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 7, 2017).
†10.14	Indemnification Agreement dated February 19, 2018, by and between Frank’s International N.V. and Scott A. McCurdy (incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 27, 2018).
†10.15	Indemnification Agreement dated May 8, 2018, by and between Frank’s International N.V. and Darren C. Miles (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on May 8, 2018).
†10.16	Indemnification Agreement dated June 13, 2018, by and between Frank’s International N.V. and Steven Russell (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 8, 2018).
†10.17	Indemnification Agreement dated June 18, 2018, by and between Frank’s International N.V. and Nigel Lakey (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 8, 2018).
†10.18	Indemnification Agreement dated June 25, 2018, by and between Frank’s International N.V. and John Symington (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 8, 2018).
*†10.19	Indemnification Agreement dated January 15, 2019, by and between Frank’s International N.V. and Melanie M. Trent.
†10.20	Employee Confidentiality and Restrictive Covenant Agreement dated October 4, 2016 between Burney J. Latiolais, Jr. and Frank’s International, LLC (incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 27, 2018).
†10.21	Transition and Separation Agreement, dated as of June 12, 2018 and effective as of December 31, 2018, by and among Burney J. Latiolais, Jr., Frank’s International, LLC and Frank’s International N.V. (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 8, 2018).
†10.22	Separation Agreement, dated as of June 12, 2018 and effective as of September 30, 2018, by and among Alejandro Cestero, Frank’s International, LLC and Frank’s International N.V. (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 8, 2018).
†10.23	Employment Offer Letter for Kyle McClure effective as of June 5, 2017 (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 7, 2017).
†10.24	Employment Offer Letter for Michael C. Kearney effective as of September 26, 2017 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File no. 001-36053), filed on November 2, 2017).
†10.25	Employment Assignment Letter for Steven Russell dated June 1, 2018 and effective as of June 13, 2018 (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 8, 2018).



†10.26	Employment Offer Letter for Nigel Lakey dated May 25, 2018 and effective as of June 18, 2018 (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 8, 2018).
†10.27	Employment Agreement, dated June 19, 2013, between Blackhawk Specialty Tools, LLC and Scott McCurdy (incorporated by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 8, 2018).
*†10.28	Employment Offer Letter for John Symington dated May 30, 2018 and effective as of June 25, 2018.
†10.29	Frank’s International N.V. 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-8 (File No. 333-190607), filed on August 13, 2013).
†10.30	Frank’s International N.V. Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.6 to the Registration Statement on Form S-8 (File No. 333-190607), filed on August 13, 2013).
†10.31	First Amendment to Frank’s International N.V. Employee Stock Purchase Plan effective as of December 31, 2013 (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 4, 2014).
†10.32	Second Amendment to Frank’s International N.V. Employee Stock Purchase Plan effective as of November 5, 2014 (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on November 7, 2014).
†10.33	Third Amendment to Frank’s International N.V. Employee Stock Purchase Plan effective as of January 1, 2016 (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 5, 2015).
†10.34	Fourth Amendment to Frank’s International N.V. Employee Stock Purchase Plan effective as of November 1, 2018 (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on November 6, 2018).
†10.35	Frank’s International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Non-Employee Director Form) (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1/A (File No. 333-188536), filed on July 16, 2013).
†10.36	Frank’s International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Non-Employee Director Form) (incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 4, 2014).
†10.37	Frank’s International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Employee Form) (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1/A (File No. 333-188536), filed on July 16, 2013).
†10.38	First Amendment to the Frank’s International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Employee Form) (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on November 7, 2014).
†10.39	Frank’s International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Employee Form) (incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 4, 2014).
†10.40	Frank’s International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Employee Form) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36053), filed on December 1, 2014).
†10.41	Amendment to Frank’s International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (IPO Grants Form) (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 001-36053), filed on June 17, 2015).
†10.42	Amendment to Frank’s International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Bonus Grants Form) (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K (File No. 001-36053), filed on June 17, 2015).
†10.43	Frank’s International N.V. 2013 Long-Term Incentive Plan Employee Restricted Stock Unit Agreement (Time Vested Form) (incorporated by reference to Exhibit 10.36 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 29, 2016).



†10.44	Frank’s International N.V. 2013 Long-Term Incentive Plan Employee Restricted Stock Unit Agreement (Performance Based Form) (incorporated by reference to Exhibit 10.37 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 29, 2016).
†10.45	Frank’s International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Non-Employee Director Form) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on July 28, 2016).
†10.46	Frank’s International N.V. 2013 Long-Term Incentive Plan Employee Restricted Stock Unit Agreement (Special Incentives and Retention Form) (incorporated by reference to Exhibit 10.37 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 24, 2017).
†10.47	Frank’s International N.V. 2013 Long-Term Incentive Plan Employee Restricted Stock Unit Agreement (Supplemental Grant Form) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on November 2, 2017).
†10.48	Frank’s International N.V. 2013 Long-Term Incentive Plan Employee Restricted Stock Unit Agreement (Performance Based Form) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on May 8, 2018).
†10.49	Frank’s International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (2018 Time Vested Form) (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on November 6, 2018).
†10.50	Frank’s International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (2018 Performance Based Form) (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on November 6, 2018).
†10.51	Frank’s International N.V. Executive Change-in-Control Severance Plan, dated May 20, 2015 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36053), filed on May 27, 2015).
*†10.52	Frank’s International N.V. Executive Amended and Restated U.S. Executive Change-in-Control Severance Plan, dated January 21, 2019.
†10.53	Form of Frank’s International N.V. Executive Change-in-Control Severance Plan Participation Agreement (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 5, 2015).
*†10.54	Frank’s International N.V. U.S. Executive Retention and Severance Plan, dated January 21, 2019.
†10.55	Frank’s Executive Deferred Compensation Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
10.56	Tax Receivable Agreement, dated August 14, 2013, by and among Frank’s International N.V., Frank’s International C.V. and Mosing Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
10.57	Registration Rights Agreement, dated August 14, 2013, by and among Frank’s International N.V., Mosing Holdings, Inc. and FWW B.V. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
10.58	Form of Limited Waiver of Registration Rights to that certain Registration Rights Agreement, dated as of August 14, 2013, with Mosing Holdings, LLC, FWW B.V., and the other parties thereto (incorporated by reference to Exhibit 10.43 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 24, 2017).
10.59	Registration Rights Agreement, dated as of November 1, 2016, among Frank’s International N.V., the Bain Capital Investors and certain other investors named therein (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-3 (File No. 333-214509), filed on November 8, 2016).
10.60	Global Transaction Agreement, dated July 22, 2013, by and among Frank’s International N.V. and Mosing Holdings, Inc. (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1/A (File No. 333-188536), filed on July 24, 2013).
10.61	Amendment No. 10 to the Limited Partnership Agreement of Frank’s International C.V., effective as of December 1, 2017 (incorporated by reference to Exhibit 10.55 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 27, 2018).



†10.62	Frank’s International N.V. Recoupment Policy effective as of October 30, 2018 (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on November 6, 2018).
*21.1	List of Subsidiaries of Frank’s International N.V.
*23.1	Consent of KPMG LLP.
*23.2	Consent of PricewaterhouseCoopers LLP.
*31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
*31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
**32.1	Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
**32.2	Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
*101.INS	XBRL Instance Document.
*101.SCH	XBRL Taxonomy Extension Schema Document.
*101.CAL	XBRL Taxonomy Calculation Linkbase Document.
*101.DEF	XBRL Taxonomy Definition Linkbase Document.
*101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
*101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.


†	Represents management contract or compensatory plan or arrangement.


*	Filed herewith.


**	Furnished herewith.

Item 16. Form 10-K Summary

None .

100



FRANK’S INTERNATIONAL N.V.
Schedule II - Valuation and Qualifying Accounts
(In thousands)


	Balance at Beginning of Period		Additions / Charged to Expense		Deductions			Other			Balance at End of Period

Year Ended December 31, 2018
Allowance for doubtful accounts	$	4,777	$	348	$	(1,200	)	$	—		$	3,925
Allowance for excess and obsolete inventory	21,584		1,800		(760		)	—			22,624
Allowance for deferred tax assets	60,524		24,448		—			—			84,972

Year Ended December 31, 2017
Allowance for doubtful accounts	$	14,337	$	346	$	(9,725	)	$	(181	)	$	4,777
Allowance for excess and obsolete inventory	4,626		19,727		(2,769		)	—			21,584
Allowance for deferred tax assets	5,442		56,207		(1,125		)	—			60,524

Year Ended December 31, 2016
Allowance for doubtful accounts	$	2,528	$	10,374	$	(761	)	$	2,196		$	14,337
Allowance for excess and obsolete inventory ⁽¹⁾	2,200		1,762		(1,855		)	2,519			4,626
Allowance for deferred tax assets	2,798		2,644		—			—			5,442


⁽¹⁾	“Other” includes allowances acquired through business combinations and reductions in the allowance credited to expense.

101

SIGNATURES

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



		By:	Frank’s International N.V.
			(Registrant)

Date:	February 25, 2019	By:	/s/ Kyle McClure
			Kyle McClure
			Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 25, 2019 .



Signature		Title

/s/ Michael C. Kearney		Chairman, President and Chief Executive Officer
Michael C. Kearney		(Principal Executive Officer)

/s/ Kyle McClure		Senior Vice President and Chief Financial Officer
Kyle McClure		(Principal Financial Officer)

/s/ Darren C. Miles		Chief Accounting Officer and Vice President - Tax
Darren C. Miles		(Principal Accounting Officer)

/s/ William B. Berry		Supervisory Lead Director
William B. Berry

/s/ Robert W. Drummond		Supervisory Director
Robert W. Drummond

/s/ Michael E. McMahon		Supervisory Director
Michael E. McMahon

/s/ D. Keith Mosing		Supervisory Director
D. Keith Mosing

/s/ Kirkland D. Mosing		Supervisory Director
Kirkland D. Mosing

/s/ S. Brent Mosing		Supervisory Director
S. Brent Mosing

/s/ Melanie M. Trent		Supervisory Director
Melanie M. Trent

/s/ Alexander Vriesendorp		Supervisory Director
Alexander Vriesendorp

102

EXHIBIT 10.1

CREDIT AGREEMENT

DATED AS OF

November 5, 2018

AMONG

FRANK’S INTERNATIONAL MANAGEMENT B.V.

acting as sole general partner and on behalf of

the limited partnership ( commanditaire vennootschap )

FRANK’S INTERNATIONAL C.V.,

FRANK’S INTERNATIONAL, LLC, AND

BLACKHAWK GROUP HOLDINGS, LLC

AS BORROWERS,

THE LOAN GUARANTORS FROM TIME TO TIME PARTY HERETO,

THE LENDERS FROM TIME TO TIME PARTY HERETO

AND

JPMORGAN CHASE BANK, N.A.,

AS ADMINISTRATIVE AGENT AND AN ISSUING BANK

JPMORGAN CHASE BANK, N.A.,

AS SOLE BOOKRUNNER AND SOLE LEAD ARRANGER

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TABLE OF CONTENTS

Page

ARTICLE I
DEFINITIONS



Section 1.01	Defined Terms	1
Section 1.02	Classification of Loans and Borrowings	37
Section 1.03	Terms Generally	37
Section 1.04	Accounting Terms; GAAP	38
Section 1.05	Pro Forma Adjustments for Acquisitions and Dispositions	38
Section 1.06	Status of Obligations	39
Section 1.07	Currency Matters	39
Section 1.08	No Subordination	39
Section 1.09	Dutch terms	39

ARTICLE II
THE CREDITS



Section 2.01	Commitments	40
Section 2.02	Loans and Borrowings	40
Section 2.03	Requests for Borrowings	41
Section 2.04	Protective Advances	42
Section 2.05	Overadvances	43
Section 2.06	Cash Dominion	43
Section 2.07	Letters of Credit	43
Section 2.08	Funding of Borrowings	49
Section 2.09	Interest Elections	50
Section 2.10	Termination and Reduction of Commitments; Increase in Commitments	51
Section 2.11	Repayment of Loans; Evidence of Debt	53
Section 2.12	Prepayment of Loans	54
Section 2.13	Fees	55
Section 2.14	Interest	56
Section 2.15	Alternate Rate of Interest	57
Section 2.16	Increased Costs	58
Section 2.17	Break Funding Payments	59
Section 2.18	Withholding of Taxes; Gross-Up	59
Section 2.19	Payments Generally; Allocation of Proceeds; Sharing of Set-offs	64
Section 2.20	Mitigation Obligations; Replacement of Lenders	66
Section 2.21	Defaulting Lenders	67
Section 2.22	Returned Payments	68
Section 2.23	Banking Services and Swap Agreements	69
Section 2.24	Currency Indemnity	69

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ARTICLE III
REPRESENTATIONS AND WARRANTIES



Section 3.01	Organization; Powers	70
Section 3.02	Authorization; Enforceability	70
Section 3.03	Governmental Approvals; No Conflicts	70
Section 3.04	Financial Condition; No Material Adverse Change	70
Section 3.05	Properties	70
Section 3.06	Litigation and Environmental Matters	71
Section 3.07	Compliance with Laws and Agreements; No Default	71
Section 3.08	Investment Company Status	71
Section 3.09	Taxes	71
Section 3.10	ERISA	71
Section 3.11	Disclosure	72
Section 3.12	Solvency	72
Section 3.13	Insurance	73
Section 3.14	Capitalization and Subsidiaries	73
Section 3.15	Security Interest in Collateral	73
Section 3.16	Employment Matters	73
Section 3.17	Federal Reserve Regulations	73
Section 3.18	Use of Proceeds	73
Section 3.19	No Burdensome Restrictions	73
Section 3.20	Anti-Corruption Laws and Sanctions	73
Section 3.21	Affiliate Transactions	74
Section 3.22	Common Enterprise	74
Section 3.23	EEA Financial Institutions	74
Section 3.24	Qualified Eligible Contract Participant	74
Section 3.25	Material Agreements	74

ARTICLE IV
CONDITIONS



Section 4.01	Effective Date	74
Section 4.02	Each Credit Event	78

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ARTICLE V
AFFIRMATIVE COVENANTS



Section 5.01	Financial Statements; Borrowing Base and Other Information	79
Section 5.02	Notices of Material Events	82
Section 5.03	Existence; Conduct of Business	82
Section 5.04	Payment of Obligations	83
Section 5.05	Maintenance of Properties	83
Section 5.06	Books and Records; Inspection Rights	83
Section 5.07	Compliance with Laws and Material Contractual Obligations	83
Section 5.08	Use of Proceeds	84
Section 5.09	Accuracy of Information	84
Section 5.10	Insurance	84
Section 5.11	Appraisals	84
Section 5.12	Depository Banks	85
Section 5.13	Additional Collateral; Further Assurances	85
Section 5.14	Post-Closing Obligation - Control Agreements	87
Section 5.15	Keepwell	87
Section 5.16	Allocation of Tax Losses Dutch Fiscal Unity	87

ARTICLE VI
NEGATIVE COVENANTS



Section 6.01	Indebtedness	88
Section 6.02	Liens	89
Section 6.03	Fundamental Changes	90
Section 6.04	Investments, Loans, Advances, Guarantees and Acquisitions	91
Section 6.05	Asset Sales	92
Section 6.06	Sale and Leaseback Transactions	93
Section 6.07	Swap Agreements	93
Section 6.08	Restricted Payments; Certain Payments of Indebtedness	93
Section 6.09	Transactions with Affiliates	94
Section 6.10	Restrictive Agreements	95
Section 6.11	Amendment of Material Documents	95
Section 6.12	Financial Covenant; Fixed Charge Coverage Ratio	95
Section 6.13	Dutch Fiscal Unity	95

ARTICLE VII
EVENTS OF DEFAULT



Section 7.01	Events of Default	95

iii

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ARTICLE VIII
THE ADMINISTRATIVE AGENT



Section 8.01	Appointment	99
Section 8.02	Rights as a Lender	99
Section 8.03	Duties and Obligations	99
Section 8.04	Reliance	100
Section 8.05	Actions through Sub-Agents	100
Section 8.06	Resignation	100
Section 8.07	Non-Reliance	101
Section 8.08	Other Agency Titles	101
Section 8.09	Not Partners or Co-Venturers; Administrative Agent as Representative of the Secured Parties	102
Section 8.10	Flood Laws	102
Section 8.11	Certain ERISA Matters.	102

ARTICLE IX
MISCELLANEOUS



Section 9.01	Notices	104
Section 9.02	Waivers; Amendments	105
Section 9.03	Expenses; Indemnity; Damage Waiver	108
Section 9.04	Successors and Assigns	110
Section 9.05	Survival	113
Section 9.06	Counterparts; Integration; Effectiveness; Electronic Execution	114
Section 9.07	Severability	114
Section 9.08	Right of Setoff	114
Section 9.09	Governing Law; Jurisdiction; Consent to Service of Process	114
Section 9.10	Waiver of Jury Trial	115
Section 9.11	Headings	115
Section 9.12	Confidentiality	116
Section 9.13	Several Obligations; Nonreliance; Violation of Law	117
Section 9.14	USA PATRIOT Act	117
Section 9.15	Disclosure	117
Section 9.16	Appointment for Perfection	117
Section 9.17	Interest Rate Limitation	117
Section 9.18	Marketing Consent	117
Section 9.19	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	117
Section 9.20	No Fiduciary Duty, etc	118
Section 9.21	Concerning Certificates	119
Section 9.22	Parallel Liability	119

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ARTICLE X
LOAN GUARANTY



Section 10.01	Guaranty	119
Section 10.02	Guaranty of Payment	120
Section 10.03	No Discharge or Diminishment of Loan Guaranty	120
Section 10.04	Defenses Waived	121
Section 10.05	Rights of Subrogation	122
Section 10.06	Reinstatement; Stay of Acceleration	122
Section 10.07	Information	122
Section 10.08	Termination	122
Section 10.09	Maximum Liability	122
Section 10.10	Contribution	123
Section 10.11	Liability Cumulative	123

ARTICLE XI
BORROWER REPRESENTATIVE



Section 11.01	Appointment; Nature of Relationship	123
Section 11.02	Powers	124
Section 11.03	Employment of Agents	124
Section 11.04	Notices	124
Section 11.05	Successor Borrower Representative	124
Section 11.06	Execution of Loan Documents; Borrowing Base Certificate	124
Section 11.07	Reporting	124

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Schedules and Exhibits



Schedule A	Commitment Schedule
Schedule B	Loan Parties Schedule
Schedule 2.07	Existing Letters of Credit
Schedule 3.06	Disclosed Matters
Schedule 3.13	Insurance
Schedule 3.14	Capitalization and Subsidiaries
Schedule 3.21	Affiliate Transactions
Schedule 6.01	Existing Indebtedness
Schedule 6.02	Existing Liens
Schedule 6.04	Existing Investments
Schedule 6.06	Sale and Leaseback Transactions
Schedule 6.10	Existing Restrictions
Exhibit A	Form of Assignment and Assumption
Exhibit B	Form of Borrowing Base Certificate
Exhibit C	Form of Collateral Access Agreement
Exhibit D	Form of Compliance Certificate
Exhibit E	Joinder Agreement
Exhibit F-1	U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)
Exhibit F-2	U.S. Tax Certificate (For Foreign Participants that are not Partnerships for U.S. Federal Income Tax Purposes)
Exhibit F-3	U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes)
Exhibit F-4	U.S. Tax Certificate (For Foreign that are Partnerships for U.S. Federal Income Tax Purposes)
Exhibit G	Commitment Increase Agreement
Exhibit H	Additional Lender Agreement

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CREDIT AGREEMENT

CREDIT AGREEMENT dated as of November 5, 2018 (as it may be amended or modified from time to time, this “ Agreement ”) among FRANK’S INTERNATIONAL MANAGEMENT B.V., a private limited liability company organized and existing under the laws of the Netherlands (“ FIMBV ”), acting as sole general partner and on behalf of FRANK’S INTERNATIONAL C.V., a Dutch limited partnership and registered with the Dutch trade register under number 58482067 (“ FICV ” and, FIMBV acting as sole general partner and on behalf of FICV, “ FICV Borrower ”), FRANK’S INTERNATIONAL, LLC, a Texas limited liability company (“ FILLC ”), BLACKHAWK GROUP HOLDINGS, LLC, a Delaware limited liability company (“ Blackhawk ”, together with FICV Borrower and FILLC, collectively, the “ Borrowers ”, and each individually, a “ Borrower ”), the other Loan Parties party hereto from time to time, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “ Administrative Agent ”), and as an Issuing Bank.

The parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

“ ABR ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate.

“ Account ” has the meaning assigned to such term in the U.S. Security Agreement.

“ Account Debtor ” means any Person obligated on an Account.

“ Acquisition ” means any transaction, or any series of related transactions, consummated on or after the Effective Date, by which any Group member (a) acquires any going business or all or substantially all of the assets of any Person, 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 Equity Interests of a Person which has ordinary voting power for the election of directors or other similar management personnel of a Person (other than Equity Interests having such power only by reason of the happening of a contingency) or a majority of the outstanding Equity Interests of a Person.

“ Activation Period ” means (a) the period commencing on the first date on which an Event of Default has occurred and (b) the period commencing on the first date on which Availability is, for a period of two consecutive calendar days, less than the greater of (i) $12,500,000 and (ii) 15% of the lesser of the Borrowing Base and the Aggregate Commitment, and continuing at all times until the date upon which (A) for the preceding thirty (30) consecutive day period, Availability has been equal to at least the greater of (x) $12,500,000 and (y) 15% of the lesser of the Borrowing Base and the Aggregate Commitment and (B) no Default is in existence.

“ Additional Lender Agreement ” has the meaning assigned to such term in Section 2.10(f) .

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“ Adjusted LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period or for any ABR Borrowing, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“ Administrative Agent ” has the meaning assigned to such term in the preamble hereof.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the specified Person.

“ Allocable Amount ” has the meaning given to such term in Section 10.10 .

“ Agent Parties ” has the meaning assigned to such term in Section 9.01(d)(ii) .

“ Aggregate Commitment ” means, at any time, the aggregate of the Commitments of all of the Lenders, as increased or reduced from time to time pursuant to the terms and conditions hereof. As of the Effective Date, the Aggregate Commitment is $100,000,000.

“ Aggregate Revolving Exposure ” means, at any time, the aggregate Revolving Exposure of all the Lenders at such time.

“ Agreed Currency ” has the meaning assigned to such term in Section 2.24 .

“ Agreement ” has the meaning assigned to such term in the preamble hereof.

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that for the purpose of this definition, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.15 hereof, then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Alternate Base Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ Alternative Currency ” means any lawful currency (other than dollars) reasonably acceptable to the Administrative Agent and the applicable Issuing Bank and which is freely transferable and convertible into dollars and is freely available to the applicable Issuing Bank.

“ Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to the Loan Parties or any of their Subsidiaries from time to time concerning or relating to bribery or corruption.

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“ Applicable Percentage ” means, with respect to any Lender, (a) with respect to Revolving Loans, LC Exposure, and Overadvances, a percentage equal to a fraction, the numerator of which is such Lender’s Commitment and the denominator of which is the Aggregate Commitment ( provided that, if the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such Lender’s share of the Aggregate Revolving Exposure at that time), and (b) with respect to Protective Advances or with respect to the Aggregate Revolving Exposure, a percentage based upon its share of the Aggregate Revolving Exposure and the unused Commitments; provided that, in accordance with Section 2.21 , so long as any Lender shall be a Defaulting Lender, such Defaulting Lender’s Commitment shall be disregarded in the calculations under clauses (a) and (b) above.

“ Applicable Period ” has the meaning assigned to such term in the definition of “Applicable Rate” hereof.

“ Applicable Rate ” means, for any day:

(a) with respect to any commitment fees payable hereunder, the applicable rate per annum set forth below under the caption “Commitment Fee Rate”, based upon the average daily unused portion of the Aggregate Commitment of the Borrowers during the calendar month prior to the month in which such day falls, as set forth below under the caption “Unused Commitment”:



Unused Commitment	Commitment Fee Rate
Category 1 > 50%	0.375%
Category 2 < 50%	0.250%

and (b) with respect to any Loan payable hereunder, the applicable rate per annum set forth below under the caption “ABR Spread” or “Eurodollar Spread”, as the case may be, based upon the Leverage Ratio as of the most recent determination date, provided that until the delivery to the Administrative Agent, pursuant to Section 5.01 , of the consolidated financial information for the Parent’s first fiscal quarter ending after the Effective Date, the “Applicable Rate” shall be the applicable rates per annum set forth below in Category 3:



Leverage Ratio	ABR Spread	Eurodollar Spread
Category 1 > 2.0 to 1.0	1.50%	2.50%
Category 2 ≤ 2.0 to 1.0 but ≥ 1.0 to 1.0	1.25%	2.25%
Category 3 < 1.0 to 1.0	1.00%	2.00%

For purposes of the foregoing clause (b) , (i) the Applicable Rate for each fiscal quarter of the Parent shall be determined as of the end of the immediately preceding fiscal quarter of the Parent based upon the Parent’s quarterly consolidated financial statements delivered pursuant to Section 5.01 and (ii) each change in the Applicable Rate resulting from a change in the Leverage Ratio shall be effective during the period commencing on and including the date of delivery to the Administrative Agent of such consolidated financial statements indicating such change and ending on the date immediately preceding the date of delivery to the Administrative Agent of such consolidated financial statements indicating the

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next such change in the Leverage Ratio which would result in a change in the Applicable Rate, provided that the Leverage Ratio shall be deemed to be in Category 1 if the Borrower Representative fails to deliver the annual or quarterly consolidated financial statements required to be delivered by it pursuant to Section 5.01 during the period from the expiration of the time for delivery thereof until such consolidated financial statements are delivered.

In the event that any consolidated financial statements or compliance certificate required to be delivered pursuant to Section 5.01 is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Rate for any period (an “ Applicable Period ”) than the Applicable Rate applied for such Applicable Period, and only in such case, then the Borrower Representative shall immediately (A) deliver to the Administrative Agent a corrected compliance certificate for such Applicable Period, (B) determine the Applicable Rate for such Applicable Period based upon the corrected compliance certificate, and (C) within ten (10) Business Days of determination and demand by the Administrative Agent, pay to the Administrative Agent the accrued additional interest owing as a result of such increased Applicable Rate for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section 2.19 . The preceding sentence is in addition to the rights of the Administrative Agent and the Lenders with respect to Section 2.14 and Article VII and their other respective rights under this Agreement.

“ Approved Fund ” has the meaning assigned to such term in Section 9.04 .

“ Assignment and Assumption ” means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04 ), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent. The Borrowers shall be third party beneficiaries of such assumption by the assignee of the obligations of the assigning Lender with respect to obligations owing to the Borrowers under this Agreement, as modified by such Assignment and Assumption.

“ Availability ” means, at any time, an amount equal to (a) the lesser of (i) the Aggregate Commitment and (ii) the Borrowing Base minus (b) the Aggregate Revolving Exposure (calculated, with respect to any Defaulting Lender, as if such Defaulting Lender had funded its Applicable Percentage of all outstanding Borrowings) at such time.

“ Availability Period ” means the period from and including the Effective Date to but excluding the Maturity Date.

“ Available Commitment ” means, at any time, the Aggregate Commitment then in effect minus the Aggregate Revolving Exposure (calculated, with respect to any Defaulting Lender, as if such Defaulting Lender had funded its Applicable Percentage of all outstanding Borrowings) at such time.

“ 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.

“ Banking Services ” means each and any of the following bank services provided to any Loan Party or its Subsidiaries by and entered into with any Person, that, at the time it enters into a Banking

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Services Agreement, is a Lender or Lead Arranger or an Affiliate of a Lender or a Lead Arranger: (a) credit cards for commercial customers (including, without limitation, “commercial credit cards” and purchasing cards), (b) stored value cards, (c) merchant processing services, and (d) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts, cash pooling services, and interstate depository network services);.

“ Banking Services Agreement ” means any agreement to provide Banking Services.

“ Banking Services Obligations ” means any and all obligations of the Loan Parties or their Subsidiaries, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

“ Bankruptcy Code ” means 11 U.S.C. §§ 101 et seq .

“ Bankruptcy Event ” means, with respect to any Person, when such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business, appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction of courts within the U.S. or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“ Banking Services Reserves ” means all reserves which the Administrative Agent from time to time establishes in its Permitted Discretion for Banking Services then provided or outstanding.

“ Beneficial Owner ” means, with respect to any U.S. Federal withholding Tax, the beneficial owner, for U.S. Federal income tax purposes, to whom such Tax relates.

“ Beneficial Ownership Certification ” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“ Beneficial Ownership Regulation ” means 31 C.F.R. § 1010.230.

“ Benefit Plan ” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations 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.”

“ Blackhawk ” has the meaning assigned to such term in the preamble hereof.

“ Board ” means the Board of Governors of the Federal Reserve System of the U.S.

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“ Borrower ” or “ Borrowers ” has the meaning assigned to such term in the preamble hereof.

“ Borrower Representative ” has the meaning assigned to such term in Section 11.01 .

“ Borrowing ” means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, (b) a Protective Advance and (c) an Overadvance.

“ Borrowing Base ” means, at any time, the sum of

(a) 90% of the Loan Parties’ Eligible Accounts (other than Eligible Unbilled Accounts) owed by an Investment Grade Account Debtor at such time, plus

(b) 85% of the Loan Parties’ Eligible Accounts (other than Eligible Unbilled Accounts) that are not owed by an Investment Grade Account Debtor, plus

(c) the product of 85% multiplied by the Net Orderly Liquidation Value percentage (by Inventory category) identified in the most recent Inventory appraisal obtained by the Administrative Agent multiplied by the Loan Parties’ Eligible Inventory, valued at the current book value, determined on a first-in-first-out basis, minus

(d) any Reserves.

The Administrative Agent may, in its Permitted Discretion, upon not less than three (3) Business Days’ prior written notice to the Borrower Representative, (i) establish or adjust the Reserves, or, (ii) if an Event of Default has occurred and is continuing, (x) reduce the advance rates set forth above, or (y) reduce one or more of the other elements used in computing the Borrowing Base. During such three (3) Business Day period, the Administrative Agent shall, if requested by the Borrower Representative, discuss any such Reserve or change with the Borrower Representative and, to the extent applicable, the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or change no longer exists or exists in a manner that would result in the establishment of a lower Reserve or result in a lesser change, in each case, in a manner and to the extent satisfactory to the Administrative Agent; provided that (a) the amount of any such Reserve or change shall have a reasonable relationship to the event, condition or other matter that is the basis for such reserve or such change and (b) no Reserves or changes shall be duplicative of Reserves or changes already expressly accounted for through eligibility criteria related to Eligible Accounts and Eligible Unbilled Accounts.

“ Borrowing Base Certificate ” means a certificate, signed and certified as accurate and complete by a Financial Officer of the Borrower Representative, in substantially the form of Exhibit B or another form which is acceptable to the Administrative Agent in its sole discretion.

“ Borrowing Request ” means a request by the Borrower Representative for a Borrowing in accordance with Section 2.03 .

“ Burdensome Restrictions ” means any consensual encumbrance or restriction of the type described in clause (a) or (b) of Section 6.10 (but subject to the proviso following such clauses).

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“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for general business in London.

“ Capital Expenditures ” means, without duplication, any expenditure for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Group prepared in accordance with GAAP.

“ Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“ CFC ” means a “controlled foreign corporation” as defined in Section 957 of the Code.

“ Change in Control ” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), other than the Mosing Family, of Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Parent; or (b) occupation at any time of a majority of the seats (other than vacant seats) on the supervisory board ( raad van commissarissen ) of the Parent by Persons who were not (i) members of the supervisory board of the Parent on the date of this Agreement or (ii) nominated by the Mosing Family (as defined in the articles of association of the Parent) or the supervisory board.

“ Change in Law ” means the occurrence after the date of this Agreement (or, with respect to any Lender, such later date on which such Lender becomes a party to this Agreement) of any of the following: (a) the adoption of 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) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.16(b) , by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline, requirement or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof, and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

“ Charges ” has the meaning assigned to such term in Section 9.17 .

“ Class ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Protective Advances, or Overadvances.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

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“ Collateral ” means any and all property owned, leased or operated by a Person covered by the Collateral Documents and any and all other property of any Loan Party, now existing or hereafter acquired, that may at any time be, become or be required to be, subject to a security interest or Lien in favor of the Administrative Agent, on behalf of itself and the Lenders and other Secured Parties, to secure the Secured Obligations; provided , however , that notwithstanding anything to the contrary herein or in any Loan Document, the Collateral shall not include any Excluded Assets.

“ Collateral Access Agreement ” means any landlord waiver or other agreement, substantially in the form of Exhibit C or in such other form that is in form and substance reasonably satisfactory to the Administrative Agent, between the Administrative Agent and any third party (including any bailee, consignee, customs broker or other similar Person) in possession of any Collateral or any landlord of any real property where any Collateral is located, as such landlord waiver or other agreement may be amended, restated, supplemented or otherwise modified from time to time.

“ Collateral Deposit Account ” has the meaning assigned to such term in the U.S. Security Agreement.

“ Collateral Documents ” means, collectively, the U.S. Security Agreement, the Dutch Security Agreements, the Deposit Account Control Agreements, the Commodity Account Control Agreements, the Securities Account Control Agreements and any other agreements, instruments and documents executed in connection with this Agreement that are intended to create, perfect or evidence Liens to secure the Secured Obligations, including, without limitation, all other security agreements, control agreements, pledge agreements, loan agreements, notes, guarantees, subordination agreements, pledges, powers of attorney, consents, assignments, contracts, fee letters, notices, leases, financing statements and all other written matter whether theretofore, now or hereafter executed by any Loan Party and delivered to the Administrative Agent.

“ Commercial LC Exposure ” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding commercial Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements relating to commercial Letters of Credit that have not yet been reimbursed by or on behalf of the Borrowers at such time. The Commercial LC Exposure of any Lender at any time shall be its Applicable Percentage of the aggregate Commercial LC Exposure at such time.

“ Commitment ” means, with respect to each Lender, the commitment, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit, Overadvances, and Protective Advances hereunder, expressed as an amount representing the maximum aggregate permitted amount of such Lender’s Revolving Exposure hereunder, as such commitment may be reduced or increased from time to time pursuant to Section 2.10 and assignment by or to such Lender pursuant to Section 9.04 . The initial amount of each Lender’s Commitment is set forth on the Commitment Schedule, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable.

“ Commitment Schedule ” means the Schedule A attached hereto identified as such.

“ Commodity Account ” has the meaning assigned to such term in the U.S. Security Agreement.

“ Commodity Account Control Agreement ” has the meaning assigned to such term in the U.S. Security Agreement.

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“ 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.

“ Communications ” has the meaning assigned to such term in Section 9.01(d) .

“ Competitor ” means any Person that is a bona fide direct competitor of the Borrowers or any Subsidiary in the same industry or a substantially similar industry which offers a substantially similar product or service as the Borrowers or any Subsidiary.

“ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise, provided that in no event shall any natural person that serves as a director or manager of, or holds any office or other position in, any Person be deemed to Control such Person solely as a result of serving in such capacity or holding such office or other position. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Controlled Account ” means a Deposit Account, Commodity Account or Securities Account of any U.S. Loan Party that is subject to a Deposit Account Control Agreement, Commodity Account Control Agreement, or Securities Account Control Agreement, respectively.

“Controlled Disbursement Account ” means one or more Deposit Accounts of the U.S. Borrowers maintained with the Administrative Agent as a zero balance, cash management account pursuant to and under any agreement between a U.S. Borrower and the Administrative Agent, as modified and amended from time to time, and through which all disbursements of such U.S. Borrower, any other U.S. Loan Party and any designated Subsidiary of the U.S. Borrowers are made and settled on a daily basis with no uninvested balance remaining overnight.

“ Credit Party ” means the Administrative Agent, the Issuing Bank, or any other Lender.

“ DDA Access Product ” means the bank service provided to any Loan Party by JPMCB in its sole discretion consisting of direct access to schedule payments from the Funding Accounts by electronic, internet or other access mechanisms that may be agreed upon from time to time by JPMCB and the Borrowers and the funding of such payments under the Loan Borrowing Option in the DDA Access Product Agreement.

“ DDA Access Product Agreement ” means JPMCB’s Treasury Services End of Day Investment & Loan Sweep Service Terms, as in effect on the date of this Agreement, as the same may be amended from time to time.

“ Debtor Relief Laws ” means the Bankruptcy Code 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 or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

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“ Defaulting Lender ” means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, (b) has notified any Borrower or any Credit Party in writing, or has made a public statement, to the effect that it does not intend or expect to comply with any of its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become, or has a direct or indirect parent company that has become, the subject of (i) a Bankruptcy Event or (ii) a Bail-In Action.

“ Deposit Account ” has the meaning assigned to such term in the U.S. Security Agreement.

“ Deposit Account Control Agreement ” has the meaning assigned to such term in the U.S. Security Agreement.

“ Disclosed Matters ” means the actions, suits, proceedings and environmental matters disclosed in Schedule 3.06 .

“ Disqualified Equity Interest ” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event, matures or is mandatorily redeemable for any consideration other than another Equity Interest (which would not constitute a Disqualified Equity Interest), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of such change of control or asset sale event shall be subject to prior Payment in Full), or is convertible or exchangeable for Indebtedness or redeemable for any consideration other than any Equity Interest (which would not constitute a Disqualified Equity Interest) at the option of the holder thereof, in whole or in part, on or prior to the date that is ninety-one (91) days after the Maturity Date; provided that if such Equity Interest is issued pursuant to any plan for the benefit of the Borrower or its Subsidiaries or their officers or employees, such Equity Interest shall not constitute a Disqualified Equity Interest solely because it may be required to be repurchased by any Borrower or Group member in order to satisfy applicable statutory or regulatory obligations.

“ Dividing Person ” has the meaning assigned to it in the definition of “ Division ”.

“ Division ” means the division of the assets, liabilities and/or obligations of a Person (the “ Dividing Person ”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

“ Division Successor ” means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division.

“ Document ” has the meaning assigned to such term in the U.S. Security Agreement.

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“ Dollar Equivalent ” means, for any amount, at the time of determination thereof, (a) if such amount is expressed in dollars, such amount, (b) if such amount is expressed in an Alternative Currency, the equivalent of such amount in dollars determined by using the rate of exchange for the purchase of dollars with the Alternative Currency last provided (either by publication or otherwise provided to the Administrative Agent) by the applicable Thompson Reuters Corp. (“ Reuters ”) source on the Business Day (New York City time) immediately preceding the date of determination or if such service ceases to be available or ceases to provide a rate of exchange for the purchase of dollars with the Alternative Currency, as provided by such other publicly available information service which provides that rate of exchange at such time in place of Reuters chosen by the Administrative Agent in its sole discretion (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion) and (c) if such amount is denominated in any other currency, the equivalent of such amount in dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion.

“ dollars ” or “ $ ” refers to lawful money of the U.S.

“ Domestic Subsidiary ” means a Subsidiary organized or created under the laws of a jurisdiction located in the U.S.

“ Dutch Loan Party ” means each Loan Party organized or incorporated under the laws of The Netherlands.

“ Dutch Security Agreements ” means


(a)	the Dutch deed of pledge of shares, dated the date hereof, among Frank's International N.V. and Frank’s International LP B.V. as pledgors, Frank’s International Management B.V., Frank’s International Partners B.V. and Frank’s International LP B.V. as companies and the Administrative Agent as pledgee;


(b)	the Dutch deed of pledge of memberships, dated the date hereof, among Frank’s International C.V. as pledgor, Frank’s International Coöperatief U.A. as cooperative and the Administrative Agent as pledgee;


(c)	the Dutch deed of pledge of partnership interests, dated the date hereof, among Frank’s International Management B.V., Frank’s International LP B.V. and Frank’s International Partners B.V. as pledgors, Frank's International C.V. as partnership and the Administrative Agent as pledgee; and


(d)	the Dutch pledge agreement, dated the date hereof, among the Dutch Loan Parties as pledgors and the Administrative Agent as pledgee.

“ EBITDA ” means, for any period, Net Income for such period plus (a) without duplication and to the extent deducted in determining Net Income for such period, the sum of (i) Interest Expense for such period, (ii) taxes based on income, profits or capital gains, including franchise and similar taxes (net of any tax refunds received during such period), (iii) all amounts attributable to depreciation and amortization expense for such period, (iv) any extraordinary non-cash charges for such period, (v) any other non-cash charges (including non-cash losses on Swap Agreements) for such period (but excluding any non-cash charge in respect of an item that was included in Net Income in a prior period and any non-cash charge that relates to the write-down or write-off of inventory), (vi) the amount of costs,

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expenses and fees paid during such period in connection with the Transactions, and (vii) any premiums, fees, expenses or charges in connection with any Permitted Acquisition, permitted issuance of Equity Interests, Investment, or any sale, transfer or other disposition of assets; provided that clauses (vi) and (vii) shall not exceed in the aggregate 5.0% of EBITDA in any applicable period, minus (b) without duplication and to the extent included in Net Income for such period, (i) any cash payments made during such period in respect of non-cash charges described in clause (a)(v) above taken in a prior period and (ii) any extraordinary gains and any non-cash items of income (including non-cash gains on Swap Agreements) for such period, all calculated for the Group on a consolidated basis in accordance with GAAP.

“ ECP ” means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.

“ EEA Financial Institution ” means (a) any institution 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 a parent of an institution described in clause (a) of this definition, or (c) any 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 ” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02 ).

“ Electronic Signature ” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

“ Electronic System ” means any electronic system, including e-mail, e-fax, web portal access for the Borrowers, Intralinks®, ClearPar®, Debt Domain, Syndtrak and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent or the Issuing Bank and any of its respective Related Parties or any other Person, providing for access to data protected by passcodes or other security system.

“ Eligible Accounts ” means, at any time, the Accounts of the Loan Parties, other than any Account:

(a) which is not subject to a first priority perfected security interest in favor of the Administrative Agent;

(b) which is subject to any Lien other than (i) a Lien in favor of the Administrative Agent and (ii) a Permitted Encumbrance which does not have priority over the Lien in favor of the Administrative Agent;

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(c) (i) with respect to which the scheduled due date is more than ninety (90) days after the date of the original invoice therefor, (ii) which is unpaid more than ninety (90) days after the date of the original invoice therefor or more than sixty (60) days after the original due date therefor (“ Overage ”) (when calculating the amount under this clause (ii) , for the same Account Debtor, the Administrative Agent shall include the net amount of such Overage and add back any credits, but only to the extent that such credits do not exceed the total gross receivables from such Account Debtor, or (iii) which has been written off the books of the Loan Parties or otherwise designated as uncollectible;

(d) which is owing by an Account Debtor for which more than 50% of the Accounts owing from such Account Debtor and its Affiliates are ineligible pursuant to clause (c) above;

(e) which is owing by (i) an Investment Grade Account Debtor to the extent the aggregate amount of Accounts owing from such Investment Grade Account Debtor and its Affiliates to the Loan Parties exceeds 30% of the aggregate Eligible Accounts or (ii) any other Account Debtor to the extent the aggregate amount of Accounts owing from such Account Debtor and its Affiliates to the Loan Parties exceeds 20% of the aggregate Eligible Accounts, but, in each case, only to the extent of such excess;

(f) with respect to which any covenant, representation or warranty contained in this Agreement or in the U.S. Security Agreement has been breached in any material respect or is not true in any material respect (in each case, without duplication of any materiality qualifier contained therein);

(g) which (i) does not arise from the sale of goods or performance of services in the ordinary course of business, (ii) is not evidenced by an invoice or other documentation satisfactory to the Administrative Agent in its Permitted Discretion which has been sent to the Account Debtor, (iii) represents a progress billing, (iv) is contingent upon any Loan Party’s completion of any further performance, (v) represents a sale on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis or (vi) relates to payments of interest;

(h) (i) for which the goods giving rise to such Account have not been shipped to the Account Debtor, (ii) for which the services giving rise to such Account have not been performed by any Loan Party or (iii) if such Account was invoiced more than once;

(i) with respect to which any check or other instrument of payment has been returned uncollected for any reason;

(j) which is owed by an Account Debtor which has (i) applied for, suffered, or consented to the appointment of any receiver, custodian, trustee, or liquidator of its assets, (ii) had possession of all or a material part of its property taken by any receiver, custodian, trustee or liquidator, (iii) filed, or had filed against it, any request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any state or federal bankruptcy laws (other than post-petition accounts payable of an Account Debtor that is a debtor-in-possession under the Bankruptcy Code and reasonably acceptable to the Administrative Agent), (iv) admitted in writing its inability, or is generally unable to, pay its debts as they become due, (v) become insolvent, or (vi) ceased operation of its business;

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(k) which is owed by an Account Debtor which (i) does not maintain its chief executive office in the U.S. or Canada or (ii) is not organized under applicable law of the U.S., any state of the U.S., or the District of Columbia, or Canada, or any province of Canada unless, in any such case, such Account is backed by a Letter of Credit acceptable to the Administrative Agent which is in the possession of, and is directly drawable by, the Administrative Agent; provided that, up to $5,000,000 in the aggregate of Accounts owing by Account Debtors which (x) do not maintain their chief executive offices in the U.S. (including any territory thereof) or Canada or (y) are not organized under applicable law of the U.S. or Canada, may be included as Eligible Accounts despite the foregoing provisions of this clause (k) , so long as each such Account Debtor is, or is a subsidiary of, an Investment Grade Account Debtor;

(l) which is owed in any currency other than dollars;

(m) which is owed by (i) any Governmental Authority of any country other than the U.S. unless such Account is backed by a Letter of Credit acceptable to the Administrative Agent which is in the possession of, and is directly drawable by, the Administrative Agent, or (ii) any Governmental Authority of the U.S., or any department, agency, public corporation, or instrumentality thereof, unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq . and 41 U.S.C. § 15 et seq .), and any other steps necessary to perfect the Lien of the Administrative Agent in such Account have been complied with to the Administrative Agent’s satisfaction;

(n) which is owed by any Affiliate of any Loan Party or any employee, officer, director, agent or stockholder of any Loan Party or any of its Affiliates;

(o) which is owed by an Account Debtor or any Affiliate of such Account Debtor to which any Loan Party is indebted, but only to the extent of such indebtedness, or is subject to any security, deposit, progress payment, retainage or other similar advance made by or for the benefit of an Account Debtor, in each case to the extent thereof;

(p) which is subject to any counterclaim, deduction, defense, setoff or dispute but only to the extent of any such counterclaim, deduction, defense, setoff or dispute;

(q) which is evidenced by any promissory note, chattel paper or instrument;

(r) which is owed by an Account Debtor (i) located in any jurisdiction which requires filing of a “Notice of Business Activities Report” or other similar report in order to permit the applicable Loan Party to seek judicial enforcement in such jurisdiction of payment of such Account, unless the applicable Loan Party has filed such report or qualified to do business in such jurisdiction or (ii) which is a Sanctioned Person;

(s) with respect to which any Loan Party has made any agreement with the Account Debtor for any reduction thereof, other than discounts and adjustments given in the ordinary course of business but only to the extent of any such reduction, or any Account which was partially paid and any Loan Party created a new receivable for the unpaid portion of such Account;

(t) which does not comply in all material respects with the requirements of all applicable laws and regulations, whether Federal, state or local, including without limitation the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of the Board;

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(u) which is for goods that have been sold under a purchase order or pursuant to the terms of a contract or other agreement or understanding (written or oral) that indicates or purports that any Person other than the applicable Loan Party has or has had an ownership interest in such goods, or which indicates any party other than the applicable Loan Party as payee or remittance party; or

(v) which was created on cash on delivery terms.

In the event that an Account which was previously an Eligible Account ceases to be an Eligible Account hereunder, the Borrower Representative shall notify the Administrative Agent thereof on and at the time of submission to the Administrative Agent of the next Borrowing Base Certificate. In determining the amount of an Eligible Account, the face amount of an Account may, in the Administrative Agent’s Permitted Discretion, be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that any applicable Loan Party may be obligated to rebate to an Account Debtor pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by the applicable Loan Party to reduce the amount of such Account.

“ Eligible Inventory ” means, at any time, the Inventory of the Loan Parties, other than any Inventory:

(a) which is not subject to a first priority perfected Lien in favor of the Administrative Agent;

(c) which is, in the Administrative Agent’s Permitted Discretion, obsolete, unmerchantable, defective, used, unfit for use or sale, not salable at prices approximating at least the cost of such Inventory in the ordinary course of business or unacceptable due to age, type, category and/or quantity;

(d) with respect to which any covenant, representation or warranty contained in this Agreement or in the U.S. Security Agreement has been breached in any material respect or is not true in any material respect in each case, without duplication of any materiality qualifier contained therein) and which does not conform to all standards imposed by any Governmental Authority having authority over such Inventory or the use or sale thereof;

(e) in which any Person other than the applicable Loan Party shall (i) have any direct or indirect ownership, interest or title or (ii) be indicated on any purchase order or invoice with respect to such Inventory as having or purporting to have an interest therein;

(f) which (i) is not finished goods or which constitutes raw materials, or (ii) constitutes subassemblies, packaging and shipping material, manufacturing supplies, samples, prototypes, displays or display items, bill-and-hold or ship-in-place goods, goods that are returned or marked for return, repossessed goods, defective or damaged goods, goods held on consignment, or goods which are not of a type held for sale in the ordinary course of business;

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(g) which is not located in the U.S. or is in transit with a common carrier from vendors and suppliers;

(h) which is located in any location leased by any Loan Party unless (i) the lessor has delivered to the Administrative Agent a Collateral Access Agreement or (ii) a Rent Reserve for rent, charges and other amounts due or to become due with respect to such facility has been established by the Administrative Agent in its Permitted Discretion;

(i) which is located in any third party warehouse or is in the possession of a bailee (other than a third party processor) and is not evidenced by a Document unless (i) such warehouseman or bailee has delivered to the Administrative Agent a Collateral Access Agreement and such other documentation as the Administrative Agent may require or (ii) an appropriate Rent Reserve has been established by the Administrative Agent in its Permitted Discretion;

(j) which is being processed offsite at a third party location or outside processor, or is in-transit to or from such third party location or outside processor;

(k) which is the subject of a consignment by any Loan Party as consignor;

(l) which is perishable;

(m) which contains or bears any intellectual property rights licensed to the applicable Loan Party unless the Administrative Agent is satisfied in its Permitted Discretion that it may sell or otherwise dispose of such Inventory without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the current licensing agreement;

(n) which is not reflected in a current perpetual inventory report of the Loan Parties;

(o) for which reclamation rights have been asserted by the seller; or

(p) which has been acquired from a Sanctioned Person.

In the event that Inventory which was previously Eligible Inventory ceases to be Eligible Inventory hereunder, the Borrower Representative shall notify the Administrative Agent thereof on and at the time of submission to the Administrative Agent of the next Borrowing Base Certificate.

“ Eligible Unbilled Accounts ” means, with respect to each Loan Party, each Account of a Loan Party that would be an Eligible Account but for the fact that such Account has not been invoiced, in each case arising in the ordinary course of business; provided that, no more than thirty (30) days have elapsed from the date on which the goods or services to which such Account related were delivered or performed.

“ Environmental Laws ” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, Release or threatened Release of any Hazardous Material or to health and safety matters (to the extent related to the exposure of any Person to Hazardous Materials or otherwise relating to occupational health and workplace safety).

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“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Group member directly or indirectly resulting from or based upon (a) any violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) any exposure to any Hazardous Materials, or (d) the Release or threatened Release of any Hazardous Materials into the environment.

“ Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with a Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or is under common control with a Borrower under Section 4001(a)(14) of ERISA or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ ERISA Event ” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan subject to Title IV of ERISA (other than an event for which the 30-day notice period is waived); (b) the failure to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived, with respect to a Plan; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any Borrower or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by any Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans subject to Title IV of ERISA or to appoint a trustee to administer any such Plan; (f) the incurrence by any Borrower or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal of any Borrower or any ERISA Affiliate from any Plan or Multiemployer Plan; or (g) the receipt by any Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Borrower or any ERISA Affiliate of any notice, concerning the imposition upon any Borrower or any ERISA Affiliate of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, or in critical status, within the meaning of Title IV of ERISA.

“ 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 ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the Adjusted LIBO Rate.

“ Event of Default ” has the meaning assigned to such term in Section 7.01 .

“ Excluded Assets ” has the meaning assigned to such term in the U.S. Security Agreement and the Dutch Security Agreements.

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“ Excluded Deposit Accounts ” means (i) any Deposit Accounts used solely for trust, payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Loan Party or any of its Subsidiaries, (ii) zero balance accounts, (iii) trust accounts or (iv) other accounts with funds on deposit with an average weekly balance for two weeks of any four week period less than $250,000 individually for any single account and $1,000,000 in the aggregate for all such other accounts.

“ Excluded Domestic Subsidiary ” means any Domestic Subsidiary that is (a) a FSHCO or (b) is owned directly or indirectly by a CFC.

“ Excluded Subsidiary ” means (a) all FSHCOs and First-Tier Foreign Subsidiaries, in each case, whose Equity Interests are not subject to a first priority, perfected Lien in favor of the Administrative Agent in accordance with and subject to the limits in Section 5.13(a) and (b) all other Subsidiaries of the Parent that are not Loan Parties and that are not required to become Guarantors or have their respective Equity Interests pledged as Collateral in favor of the Administrative Agent pursuant to the requirements of Section 5.13 .

“ Excluded Swap Obligation ” means, with respect to any Loan Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Guarantor of, or the grant by such Loan Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Guarantor’s failure for any reason to constitute an ECP at the time the Guarantee of such Loan Guarantor or the grant of such security interest becomes or would become effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (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 Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending 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 Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request by the Borrowers under Section 2.20(b) ) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.18 , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment or to such Lender immediately before it changed its lending office; (c) Taxes attributable to such Recipient’s failure to comply with Section 2.18(f) ; and (d) any Taxes imposed under FATCA.

“ Existing Letters of Credit ” means each letter of credit listed on Schedule 2.07 .

“ 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 and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or

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practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing.

“ Federal Funds Effective Rate ” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate, provided that, if the Federal Funds Effective Rate as so determined shall be less than zero, such rate shall be deemed to zero for the purposes of this Agreement.

“ Federal Reserve Board ” means the Board of Governors of the Federal Reserve System of the United States of America.

“ FICV ” has the meaning assigned to such term in the preamble hereof.

“ FICV Borrower ” has the meaning assigned to such term in the preamble hereof.

“ FILLC ” has the meaning assigned to such term in the preamble hereof.

“ FIMBV ” has the meaning assigned to such term in the preamble hereof.

“ Financial Officer ” means the chief financial officer, principal accounting officer, treasurer or controller of a Borrower.

“ First-Tier Foreign Subsidiary ” means a Foreign Subsidiary that is a direct Subsidiary of the Borrowers or any Domestic Subsidiary (other than any Excluded Domestic Subsidiary).

“ Fixed Charge Coverage Ratio ” means, at any date, the ratio of (a) EBITDA minus Unfinanced Capital Expenditures to (b) Fixed Charges, all calculated for the period of four (4) consecutive fiscal quarters ended on such date (or, if such date is not the last day of a fiscal quarter, ended on the last day of the fiscal quarter most recently ended prior to such date).

“ Fixed Charges ” means, for any period, without duplication, cash Interest Expense, plus scheduled principal payments on Indebtedness, plus expenses for taxes paid in cash, plus Restricted Payments paid in cash by the Parent, plus Capital Lease Obligation payments actually made, plus, to the extent not deducted in the calculation of EBITDA for such period, cash contributions to any Plan (if any), all calculated for the Group on a consolidated basis in accordance with GAAP.

“ Flood Laws ” has the meaning assigned to such term in Section 8.10 .

“ Foreign Lender ” means a Lender that is not a U.S. Person.

“ Foreign Loan Party ” means each Loan Party which is not a U.S. Loan Party.

“ Foreign Subsidiary ” means any Subsidiary which is not a Domestic Subsidiary.

“ FSHCO ” means any Domestic Subsidiary with no material assets or business activities other than the ownership or management of Equity Interests or Indebtedness in one or more CFCs.

“ Funding Account ” has the meaning assigned to such term in Section 4.01(i) .

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“ GAAP ” means generally accepted accounting principles in the U.S.

“ Governmental Authority ” means the government of the U.S., any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Group ” means the Parent and its subsidiaries other than any Excluded Subsidiary.

“ Guarantee ” of or by any Person (the “ guarantor ”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“ Guaranteed Obligations ” has the meaning assigned to such term in Section 10.01 .

“ Hazardous Materials ” means: (a) any substance, material, or waste that is included within the definitions of “hazardous substances,” “hazardous materials,” “hazardous waste,” “toxic substances,” “toxic materials,” “toxic waste,” or words of similar import in any Environmental Law; (b) those substances listed as hazardous substances by the United States Department of Transportation (or any successor agency) (49 C.F.R. 172.101 and amendments thereto) or by the Environmental Protection Agency (or any successor agency) (40 C.F.R. Part 302 and amendments thereto); and (c) any substance, material, or waste that is petroleum, petroleum-related, or a petroleum by-product, asbestos or asbestos-containing material, polychlorinated biphenyls, flammable, explosive, radioactive, freon gas, radon, or a pesticide, herbicide, or any other agricultural chemical.

“ IFRS ” means the body of pronouncements issued by the International Accounting Standards Board (IASB), including International Financial Reporting Standards and interpretations approved by the IASB, International Accounting Standards and Standing Interpretations Committee interpretations approved by the predecessor International Accounting Standards Committee and adapted for use in the European Union.

“ Impacted Interest Period ” has the meaning assigned to such term in the definition of “LIBO Rate.”

“ Indebtedness ” of any Person means, without duplication as to such Person or any group of Persons, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid on or prior to the due date of such obligations, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current trade accounts

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and other accounts payable, in each case, incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (k) obligations under any earn-out (which shall be valued in accordance with GAAP), (l) any other Off-Balance Sheet Liability, (m) obligations, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (i) any and all Swap Agreements, and (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction and (n) Disqualified Equity Interests. The Indebtedness of any Person shall include, without duplication as to such Persons, the Indebtedness of any other Person (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such Person, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by, or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in the foregoing clause (a) hereof, Other Taxes.

“ Indemnitee ” has the meaning assigned to such term in Section 9.03(b) .

“ Ineligible Institution ” has the meaning assigned to such term in Section 9.04(b) .

“ Information ” has the meaning assigned to such term in Section 9.12 .

“ Interest Election Request ” means a request by the Borrower Representative to convert or continue a Borrowing in accordance with Section 2.09 .

“ Interest Expense ” means, for any period, total interest expense (including that attributable to Capital Lease Obligations) of the Group for such period with respect to all outstanding Indebtedness of the Group (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptances and net costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP), calculated on a consolidated basis for the Group for such period in accordance with GAAP.

“ Interest Payment Date ” means (a) with respect to any ABR Loan, the first Business Day of each calendar month, upon any prepayment due to acceleration and the Maturity Date, and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part (and, in the case of a Eurodollar Borrowing with an Interest Period of more than three (3) months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three (3) months’ duration after the first day of such Interest Period), upon any prepayment and the Maturity Date.

“ Interest Period ” means, with respect to any Eurodollar Borrowing, the period commencing on the date of such Eurodollar Borrowing and ending on the numerically corresponding day in the calendar month that is one (1), two (2), three (3) or six (6) months thereafter, as the Borrower Representative may elect; provided , that (a) if any Interest Period would end on a day other than a Business Day, such Interest

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Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“ Interpolated Rate ” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period (for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period and (b) the LIBO Screen Rate for the shortest period (for which the LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each case, at such time; provided , that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ Inventory ” has the meaning assigned to such term in the U.S. Security Agreement.

“ Investment ” has the meaning assigned to such term in Section 6.04 .

“ Investment Grade Account Debtor ” means, any Account Debtor whose securities are rated BBB-(or then equivalent grade) or better by S&P or Baa3 (or then equivalent grade) or better by Moody’s.

“ IRS ” means the United States Internal Revenue Service.

“ Issuing Bank ” means, individually and collectively, each of (a) JPMCB, in its capacity as the issuer of Letters of Credit hereunder, (b) Citibank, N.A., in its capacity as the issuer of Letters of Credit hereunder, (c) Amegy Bank National Association, in its capacity as the issuer of Letters of Credit hereunder, and (d) any other Lender from time to time designated by the Borrowers as an Issuing Bank, with the consent of such Lender and the Administrative Agent, and their respective successors in such capacity as provided in Section 2.07(i) . Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by its Affiliates, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate (it being agreed that such Issuing Bank shall, or shall cause such Affiliate to, comply with the requirements of Section 2.07 with respect to such Letters of Credit). At any time there is more than one (1) Issuing Bank, all singular references to the Issuing Bank shall mean any Issuing Bank, either Issuing Bank, each Issuing Bank, the Issuing Bank that has issued the applicable Letter of Credit, or both (or all) Issuing Banks, as the context may require.

“ Joinder Agreement ” means a Joinder Agreement in substantially the form of Exhibit E .

“ JPMCB ” means JPMorgan Chase Bank, N.A., a national banking association, in its individual capacity, and its successors.

“ Knowledge ” means, with respect to any Person, the actual knowledge of any Responsible Officer of such Person. “ Know ” and “ Known ” have meanings correlative thereto.

“ LC Collateral Account ” has the meaning assigned to such term in Section 2.07(j) .

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“ LC Disbursement ” means any payment made by an Issuing Bank pursuant to a Letter of Credit.

“ LC Exposure ” means, at any time, the sum of the Commercial LC Exposure and the Standby LC Exposure at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the aggregate LC Exposure at such time.

“ Lead Arranger ” means JPMorgan Chase Bank, N.A.

“ Lenders ” means the Persons listed on the Commitment Schedule and any other Person that shall have become a Lender hereunder pursuant to Section 2.10 or an Assignment and Assumption, other than any such Person that ceases to be a Lender hereunder pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Issuing Bank.

“ Letter of Credit Sublimit ” means, as of the Effective Date (i) $5,000,000, in the case of each individual Issuing Bank; provided that any Issuing Bank shall be permitted at any time to increase its individual Letter of Credit Sublimit upon providing five (5) days’ prior written notice thereof to the Administrative Agent, each other Issuing Bank and the Borrower Representative, provided , however , that no increase to any Issuing Bank’s individual Letter of Credit Sublimit shall result in the aggregate LC Exposure to exceed the aggregate maximum amount of $15,000,000 provided therefor in Section 2.07(b)(ii)(A)(x) at any time.

“ Letters of Credit ” means letters of credit issued (or, in the case of Existing Letters of Credit, deemed issued) pursuant to this Agreement, and the term “ Letter of Credit ” means any one of them or each of them singularly, as the context may require.

“ Leverage Ratio ” means, as of the last day of each fiscal quarter of the Parent, the ratio of (a) Total Funded Debt on such date to (b) EBITDA for the period of four (4) consecutive fiscal quarters ended on such date (or, if such date is not the last day of a fiscal quarter, ended on the last day of the fiscal quarter most recently ended prior to such date).

“ LIBO Rate ” means, with respect to any Eurodollar Borrowing for any applicable Interest Period or for any ABR Borrowing, the LIBO Screen Rate at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period; provided that, if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “ Impacted Interest Period ”), then the LIBO Rate shall be the Interpolated Rate, subject to Section 2.15(b) .

“ LIBO Screen Rate ” means, for any day and time, with respect to any Eurodollar Borrowing for any applicable Interest Period or for any ABR Borrowing, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for Dollars) for a period equal in length to such Interest Period as displayed on such day and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion); provided that if the LIBO Screen Rate shall be less than zero, such rate shall be deemed to zero for the purposes of this Agreement.

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any

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financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“ Loan Borrowing Option ” has the meaning assigned to such term in the DDA Access Product Agreement.

“ Loan Documents ” means, collectively, this Agreement, any promissory notes issued pursuant to this Agreement, any Letter of Credit applications, the Collateral Documents, the Loan Guaranty, any Obligation Guaranty, and all other agreements, instruments, documents and certificates identified in Section 4.01 executed and delivered to, or in favor of, the Administrative Agent or any Lender and including all other pledges, powers of attorney, consents, assignments, fee letters, contracts, letter of credit agreements, letter of credit applications and any agreements between the Borrower Representative and the Issuing Bank regarding the Issuing Bank’s Letter of Credit Sublimit or the respective rights and obligations between the Borrowers and the Issuing Bank in connection with the issuance of Letters of Credit, and all other agreements, instruments and documents whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party in such capacity, and delivered to the Administrative Agent or any Lender in connection with this Agreement or the transactions contemplated hereby. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.

“ Loan Guarantor ” means each Loan Party.

“ Loan Guaranty ” means Article X of this Agreement.

“ Loan Parties ” means, collectively, (a) the Borrowers and (b) each Significant Domestic Subsidiary, Significant Foreign Subsidiary and other Person who is a signatory to this Agreement as a Loan Guarantor on the Closing Date in order to comply with the requirements of the Minimum Guarantor Requirement, and delivers an executed signature page or becomes a party to this Agreement pursuant to a Joinder Agreement, and, in each case, their respective successors and assigns, and the term “ Loan Party ” means any one of them or all of them individually, as the context may require; provided , however , for the avoidance of doubt, no Foreign Subsidiary shall be required to become a Loan Guarantor or otherwise have its Equity Interests pledged as Collateral in favor of the Administrative Agent unless otherwise required in order to comply with Section 5.13 .

“ Loans ” means the loans and advances made by the Lenders pursuant to this Agreement, including Protective Advances and Overadvances.

“ Material Adverse Effect ” means any event, development or circumstance that has had or would reasonably be expected to have a material adverse effect on (a) the business, assets, operations or financial condition, of the Loan Parties taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to perform their obligations under the Loan Documents, (c) the Administrative Agent’s Liens (on behalf of itself and other Secured Parties and including as a creditor under a parallel debt structure for the benefit of the Secured Parties) on the Collateral or the priority of such Liens, or (d) the legality, validity, binding effect or enforceability against any Loan Party of any Loan Documents to which it is a party; provided , however , in no event shall “Material Adverse Effect” include any event, development or circumstance directly or indirectly arising out of or attributable to any failure by any Person within the

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Group to meet any projections, forecasts or revenue or earnings predictions ( provided that the underlying causes of such failure (subject to the other provisions of this definition) shall not be excluded).

“ Material Indebtedness ” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more Group members in an aggregate principal amount exceeding $10,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of such Group member in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Group members would be required to pay if such Swap Agreement were terminated at such time.

“ Maturity Date ” means November 5, 2023 or any earlier date on which the Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof.

“ Maximum Rate ” has the meaning assigned to such term in Section 9.17 .

“ Minimum Guarantor Coverage Requirement ” has the meaning assigned to such term in Section 5.13(d)(ii) .

“ Moody’s ” means Moody’s Investors Service, Inc.

“ Mosing Family ” shall mean, collectively, Mosing Holdings, Inc., a Delaware corporation, FWW B.V., a private limited liability company organized and existing under the laws of the Netherlands, Ginsoma Family C.V., a limited partnership established under the laws of the Netherlands and each of the persons listed on Exhibit A to the deed of amendment to the articles of association of FINV dated as of August 14, 2013 and each of their Affiliates, Family Members or trusts set up for the benefit of any of the persons listed on such Exhibit.

“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Net Income ” means, for any period, the consolidated net income (or loss) of the Group, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Parent or any Group member, (b) the income (or deficit) of any Person (other than a Subsidiary) in which the Parent or any Group member has an ownership interest, except to the extent that any such income is actually received by a Group member in the form of dividends or similar distributions, and (c) the undistributed earnings of any non-wholly owned Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary and (d) any net after-tax effect of income (loss) from the early extinguishment or conversion of (i) Indebtedness, (ii) Swap Agreements or (iii) other derivative instruments.

“ Net Orderly Liquidation Value ” means, with respect to Inventory or intangibles of any Person, the orderly liquidation value thereof as determined in a manner acceptable to the Administrative Agent by an appraiser acceptable to the Administrative Agent, net of all costs of liquidation thereof.

“ Net Proceeds ” means, with respect to any event, (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as

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and when received, (ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, minus (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made as a result of such event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event and (iii) the amount of all taxes paid (or reasonably estimated to be payable) and the amount of any reserves established to fund contingent liabilities reasonably estimated to be payable, in each case during the fiscal year that such event occurred or the next succeeding fiscal year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer).

“ Non-Consenting Lender ” has the meaning assigned to such term in Section 9.02(d) .

“ NYFRB ” means the Federal Reserve Bank of New York.

“ NYFRB Rate ” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day(or for any day that is not a Banking Day, for the immediately preceding Banking Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided , further , that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ Obligated Party ” has the meaning assigned to such term in Section 10.02 .

“ Obligation Guaranty ” means any Guarantee of all or any portion of the Secured Obligations executed and delivered to the Administrative Agent for the benefit of the Secured Parties by a guarantor who is not a Loan Party.

“ Obligations ” means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), obligations and liabilities of any of the Loan Parties to any of the Lenders, the Administrative Agent, the Issuing Bank or any other Indemnitee, individually or collectively, existing on the Effective Date or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred under this Agreement or any of the other Loan Documents or in respect of any of the Loans made or reimbursement or other obligations incurred or any of the Letters of Credit or other instruments at any time evidencing any thereof.

“ OFAC ” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“ Off-Balance Sheet Liability ” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any other transaction which is the

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functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person (other than operating leases).

“ Original Indebtedness ” has the meaning assigned to such term in Section 6.01(f) .

“ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Taxes (other than a connection arising from such Recipient 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 Loan Document, or sold or assigned an interest in any Loan, Letter of Credit or any Loan Document).

“ Other Currency ” has the meaning assigned to such term in Section 2.24 .

“ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan 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 ).

“ Overadvances ” has the meaning assigned to such term in Section 2.05(a) .

“ Overnight Bank Funding Rate ” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

“ Paid in Full ” or “ Payment in Full ” means, (a) the indefeasible payment or satisfaction in full in cash of all outstanding Loans and LC Disbursements, together with accrued and unpaid interest thereon, (b) the termination, expiration, or cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit, or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the Issuing Bank, in an amount equal to 105% of the LC Exposure as of the date of such payment), (c) the indefeasible payment or satisfaction in full of the accrued and unpaid fees, if any, (d) the indefeasible payment or satisfaction in full of all reimbursable expenses and other Secured Obligations and Guaranteed Obligations (other than Unliquidated Obligations for which no claim has been made and other obligations expressly stated to survive such payment and termination of this Agreement), together with accrued and unpaid interest thereon, (e) the termination of all Commitments, and (f) the termination of the Swap Agreement Obligations and the Banking Services Obligations or entering into other arrangements satisfactory to the Secured Parties counterparties thereto.

“ Parent ” means Frank’s International N.V., a public company ( naamloze vennootschap ) having its corporate seat at Amsterdam, the Netherlands and registered with the Dutch trade register under number 34241787.

“ Participant ” has the meaning assigned to such term in Section 9.04(c) .

“ Participant Register ” has the meaning assigned to such term in Section 9.04(c) .

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“ Payment Condition ” shall be deemed to be satisfied in connection with a Restricted Payment, Investment, prepayment of other Material Indebtedness, Permitted Acquisition or asset disposition if:

(a) no Default or Event of Default has occurred and is continuing or would result immediately after giving effect to such Restricted Payment, Investment, prepayment of other Material Indebtedness, Permitted Acquisition or asset disposition;

(b) immediately before and after giving effect to and at all times during the 30 consecutive day period immediately prior to such transaction, the Borrowers shall have (1) Availability calculated on a pro forma basis after giving effect to such transaction of not less than the greater of (A) 20% of the lesser of the Borrowing Base or the Aggregate Commitment or (B) $17,500,000, and (2) if Availability (calculated on a pro forma basis after giving effect to such transaction) is less than $50,000,000, a Fixed Charge Coverage Ratio for the trailing four (4) fiscal quarters (calculated on a pro forma basis after giving effect to such transaction) of not less than 1.10 to 1.00; and

(c) the Borrower Representative shall have delivered to the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent certifying as to the items described in (a) and (b) above and attaching calculations for item (b).

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“ Permitted Acquisition ” means any Acquisition by a Group member in a transaction that satisfies each of the following requirements:

(a) such Acquisition is not a hostile acquisition;

(b) the business acquired in connection with such Acquisition is not engaged, directly or indirectly, in any line of business other than the businesses in which the Group members are engaged on the Effective Date and any business activities that are substantially similar, related, or incidental thereto;

(c) both before and after giving effect to such Acquisition and the Loans (if any) requested to be made in connection therewith, each of the representations and warranties in the Loan Documents is true and correct in all material respects (without duplication of any materiality qualifiers contained therein) (except (i) any such representation or warranty which relates to a specified prior date and (ii) to the extent the Lenders have been notified in writing by the Borrower Representative that any representation or warranty is not correct and the Lenders have explicitly waived in writing compliance with such representation or warranty) and no Default or Event of Default exists, will exist, or would result therefrom;

(d) as soon as available, but not less than ten (10) days prior to such Acquisition (or such shorter period prior to such Acquisition as the Administrative Agent may permit in its sole discretion), the Borrower Representative has provided the Administrative Agent (i) written notice of such Acquisition (including with such written notice, the certification of compliance with the Payment Conditions) and (ii) a copy of all business and financial information reasonably requested by the Administrative Agent including pro forma financial statements, statements of cash flow, and Availability projections;

(e) if the Accounts and Inventory acquired in connection with such Acquisition are proposed to be included in the determination of the Borrowing Base, the Administrative Agent shall have conducted

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an audit and field examination of such Accounts and Inventory, the results of which shall be reasonably satisfactory to the Administrative Agent and the Lenders;

(f) if such Acquisition is an acquisition of the Equity Interests of a Person, such Acquisition is structured so that the acquired Person shall become a Subsidiary of the Parent and, if the acquired Person is a domestic entity and the Acquisition is structured so that the acquired Person shall become a Wholly-Owned Subsidiary of a Borrower, then, subject to compliance with Section 5.13(d)(ii) and unless such Person is designated as an Excluded Subsidiary, the acquired Person shall become a Loan Party pursuant to the terms of this Agreement;

(g) if such Acquisition is an acquisition of assets located in the U.S., then such Acquisition is structured so that a U.S. Loan Party shall acquire such assets;

(h) if such Acquisition is an acquisition of Equity Interests, such Acquisition will not result in any violation of Regulation U;

(i) if such Acquisition involves a merger or a consolidation involving a Borrower, such Borrower (or, in the case of an acquisition involving a merger or consolidation of multiple Borrowers, a Borrower) shall be the surviving entity;

(j) no Loan Party shall, as a result of or in connection with any such Acquisition, assume or incur any direct or contingent liabilities (whether relating to environmental, tax, litigation, or other matters) that would reasonably be expected to have a Material Adverse Effect;

(k) in connection with an Acquisition of the Equity Interests of any Person, all Liens on property of such Person (other than any Lien permitted under Section 6.02 ) shall be terminated unless the Administrative Agent and the Required Lenders in their sole discretion consent otherwise, and in connection with an Acquisition of the assets of any Person, all Liens on such assets (other than any Liens permitted under Section 6.02 ) shall be terminated;

(l) with respect to any Acquisitions by Group members, the Payment Condition shall be satisfied on a pro forma basis after giving effect to such Acquisition;

(m) all actions required to be taken with respect to any newly acquired or formed Wholly-Owned Subsidiary of a Borrower or a Loan Party, as applicable, (i) as so requested by any Lender pursuant to the Patriot Act or other “know your customer” requirements, and (ii) required under Section 5.13 , shall in each case have been taken; and

(n) the Borrower Representative shall have delivered to the Administrative Agent the final executed material documentation relating to such Acquisition within ten (10) Business Days following the consummation thereof.

“ Permitted Discretion ” means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender) credit judgment.

“ Permitted Encumbrances ” means:

(a) Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.04 ;

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(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than sixty (60) days or are being contested in compliance with Section 5.04 ;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance, pension and other social security laws or regulations;

(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e) judgment Liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII ;

(f) any Liens or right to set-off arising under articles 24 or 25 of the general banking terms and conditions ( algemene bankvoorwaarden ); and

(g) outstanding mineral interests, easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of any Borrower or any other Group member.

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness, except with respect to clause (e) above.

“ Permitted Investments ” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the U.S. (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the U.S.), in each case maturing within one (1) year from the date of acquisition thereof;

(b) investments in commercial paper maturing within two hundred seventy (270) days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

(c) investments in certificates of deposit, bankers’ acceptances and time deposits maturing within one (1) year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any Lender or any other commercial bank which (i) has a combined capital and surplus and undivided profits of not less than $500,000,000 and (ii) in the case of any such commercial bank that is not organized under the laws of the U.S. or any State thereof, whose long term debt is rated no lower than A or the equivalent thereof by Moody’s or S&P;

(d) fully collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and

(e) money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.

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“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ” means any employee pension benefit plan, as defined in Section 3(2) of ERISA (other than a Multiemployer Plan), subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Plan Asset Regulations ” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.

“ Platform ” means Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system.

“ Prepayment Event ” means:

(a) any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any Collateral of any U.S. Loan Party, other than dispositions described in Section 6.05(a) , which results in Net Proceeds in excess of $1,000,000, individually or $3,500,000 in the aggregate over any twelve (12) month period; or

(b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Collateral of any U.S. Loan Party, which results in Net Proceeds in excess of $1,000,000 individually or $3,500,000 in the aggregate over any twelve (12) month period.

“ primary obligor ” has the meaning assigned to such term in the definition of “Guarantee”.

“ Prime Rate ” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest 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). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

“ Projections ” has the meaning assigned to such term in Section 5.01(d) .

“ Protective Advance ” has the meaning assigned to such term in Section 2.04 .

“ 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.

“ Qualified ECP Guarantor ” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Loan Guaranty or grant of the relevant security interest becomes or would become effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

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“ Recipient ” means, as applicable, (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, or any combination thereof (as the context requires).

“ Refinance Indebtedness ” has the meaning assigned to such term in Section 6.01(f) .

“ Register ” has the meaning assigned to such term in Section 9.04(b) .

“ Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, partners, members, trustees, employees, agents, administrators, managers, representatives and advisors of such Person and such Person’s Affiliates.

“ Release ” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, disposing or dumping into the environment.

“ Rent Reserves ” means, with respect to any store, warehouse distribution center, regional distribution center or depot where any Inventory subject to Liens arising by operation of law is located, a reserve equal to three (3) months’ rent at such store, warehouse distribution center, regional distribution center or depot.

“ Report ” means reports prepared by the Administrative Agent or another Person showing the results of appraisals, field examinations or audits pertaining to the assets of the Loan Parties from information furnished by or on behalf of the Loan Parties, after the Administrative Agent has exercised its rights of inspection pursuant to this Agreement, which Reports may be distributed to the Lenders by the Administrative Agent.

“ Required Lenders ” means, at any time, at least two (2) Lenders (other than Defaulting Lenders) having Revolving Exposures and unused Commitments representing greater than 50% of the sum of the Aggregate Revolving Exposure and unused Commitments at such time; provided that, as long as there are less than three (3) Lenders, Required Lenders shall mean all Lenders.

“ Requirement of Law ” means, with respect to any Person, (a) the charter, articles or certificate of organization or incorporation and bylaws or other organizational or governing documents of such Person and (b) any statute, law (including common law), treaty, rule, regulation, code, ordinance, order, decree, writ, judgment, injunction or determination of any arbitrator or court or other Governmental Authority (including Environmental Laws), in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Reserves ” means, without duplication of items that are otherwise addressed or excluded through eligibility criteria, any and all reserves which the Administrative Agent deems necessary, in its Permitted Discretion, to maintain (including, without limitation, reserves for past due interest on the Secured Obligations, Banking Services Reserves, Rent Reserves, volatility reserves, reserves for fluctuation of currency exchange rates, reserves for consignee’s, warehousemen’s and bailee’s charges, reserves for dilution of Accounts, reserves for Inventory shrinkage, reserves for customs charges and shipping charges related to any Inventory in transit, reserves for Swap Agreement Obligations, reserves for contingent liabilities of any Loan Party, reserves for uninsured losses of any Loan Party, reserves for uninsured, undersinsured, unindemnified or under indemnified liabilities or potential liabilities with respect to any litigation and reserves for taxes, fees, assessments and other governmental charges) with respect to the Collateral.

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“ Responsible Officer ” means, with respect to any Person, any chief executive officer, president, Financial Officer or general counsel of such Person.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in a Borrower or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in a Borrower or any option, warrant or other right to acquire any such Equity Interests in a Borrower.

“ Revaluation Date ” shall mean with respect to any Letter of Credit denominated in an Alternative Currency, each of the following: (i) the date on which such Letter of Credit is issued, (ii) the first Business Day of each calendar month and (iii) the date of any amendment of such Letter of Credit that has the effect of increasing the face amount thereof.

“ Revolving Exposure ” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure at such time, plus an amount equal to its Applicable Percentage of the aggregate principal amount of Protective Advances outstanding at such time, plus an amount equal to its Applicable Percentage of the aggregate principal amount of Overadvances outstanding at such time.

“ Revolving Loan ” means a Loan made pursuant to Section 2.01 .

“ S&P ” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.

“ Sale and Leaseback Transaction ” has the meaning assigned to such term in Section 6.06 .

“ Sanctioned Country ” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria).

“ 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 European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b) .

“ Sanctions ” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by OFAC or the U.S. Department of State, or the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.

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

“ Secured Obligations ” means all Obligations, together with all (a) Banking Services Obligations and (b) Swap Agreement Obligations owing to any Person that, at the time it enters into such Swap Agreement, is a Lender or Lead Arranger or an Affiliate of a Lender or a Lead Arranger; provided , however , that the definition of “Secured Obligations” shall not create any guarantee by any Loan

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Guarantor of (or grant of security interest by any Loan Guarantor to support, as applicable) any Excluded Swap Obligations of such Loan Guarantor for purposes of determining any obligations of any Loan Guarantor.

“ Secured Parties ” means (a) the Administrative Agent, (b) the Lenders, (c) the Issuing Bank, (d) each provider of Banking Services, to the extent the Banking Services Obligations in respect thereof constitute Secured Obligations, (e) each counterparty to any Swap Agreement, to the extent the obligations thereunder constitute Secured Obligations, (f) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document, and (g) the successors and assigns of each of the foregoing.

“ Securities Account ” has the meaning assigned to such term in the U.S. Security Agreement.

“ Securities Account Control Agreement ” has the meaning assigned to such term in the U.S. Security Agreement.

“ Significant Domestic Subsidiary ” means (a) FILLC, (b) Blackhawk, (c) Frank’s International, LP, a Delaware limited partnership, and (d) each Domestic Subsidiary who is required to become a Guarantor or have its Equity Interests pledged as Collateral in favor of the Administrative Agent pursuant to the requirements of Section 5.13 .

“ Significant Foreign Subsidiary ” means (a) FICV and (b) each First-Tier Foreign Subsidiary who is required to become a Loan Guarantor or have its Equity Interests pledged as Collateral in favor of the Administrative Agent pursuant to the requirements of Section 5.13 .

“ Standby LC Exposure ” means, at any time, the sum of (a) the aggregate undrawn amount of all standby Letters of Credit outstanding at such time plus (b) the aggregate amount of all LC Disbursements relating to standby Letters of Credit that have not yet been reimbursed by or on behalf of the Borrowers at such time. The Standby LC Exposure of any Lender at any time shall be its Applicable Percentage of the aggregate Standby LC Exposure at such time.

“ Statements ” has the meaning assigned to such term in Section 2.18(g) .

“ Statutory Reserve Rate ” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) established by the Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “ Eurocurrency Liabilities ” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D of the Board. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D of the Board or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ Subordinated Indebtedness ” of a Person means any Indebtedness of such Person the payment of which is subordinated to payment of the Secured Obligations to the written satisfaction of the Administrative Agent in its Permitted Discretion.

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“ subsidiary ” means, with respect to any Person (the “ parent ”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“ Subsidiary ” means any direct or indirect subsidiary of the Borrowers or a Loan Party, as applicable.

“ Supply Recipient ” has the meaning given to the term in Section 2.18(j)(ii) .

“ Swap Agreement ” means any agreement with respect to any swap, forward, spot, future, credit default or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrowers or the Subsidiaries shall be a Swap Agreement.

“ Swap Agreement Obligations ” means any and all obligations of the Loan Parties and their Subsidiaries, jointly and severally, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any and all Swap Agreements permitted hereunder with a Person that, at the time it enters into such Swap Agreement(s), is a Lender or Lead Arranger or an Affiliate of a Lender or a Lead Arranger, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any such Swap Agreement transaction.

“ Swap Obligation ” means, with respect to any Loan Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act or any rules or regulations promulgated thereunder.

“ Taxes ” means any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), value added taxes, or any other goods and services, use or sales taxes, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Total Funded Debt ” means, at any date, determined on a consolidated basis for the Group, the aggregate principal amount of, without duplication, (a) all obligations of the Group for borrowed money (including the outstanding principal amount of the Loans) and all obligations of the Group evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) indebtedness secured by a lien on property owned or being purchased by any member of the Group (including indebtedness arising under conditional sales or other title retention agreements), or payable out of the proceeds or production from property now or hereafter owned or acquired by such person whether or not such indebtedness shall have been assumed by such person or is limited in recourse; provided , however, that the amount of such indebtedness will be the lesser of the fair market value of such asset at such date of determination, and the amount of such indebtedness of such other person, (c) obligations to purchase securities or other

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property arising out of or in connection with the sale of the same or substantially similar securities or property, (d) and any guarantees and guarantee obligations in respect of the foregoing, in each case, at such date, (e) obligations representing the deferred purchase price of property or services (excluding current accounts payable arising in the ordinary course of such person’s business payable on terms customary in the trade), (f) all Capital Lease Obligations of the members of the Group, (g) indebtedness created or arising under any conditional sale or other title retention agreement 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), (h) liquidation value of all mandatorily redeemable preferred equity interests, (i) any other obligation for borrowed money or other financial accommodation which in accordance with GAAP would be shown as a liability on the consolidated balance sheet of such person, and (j) unreimbursed amounts as an account party or applicant under or in respect of acceptances, letters of credit or similar arrangements (but excluding performance bonds of any type, including in the form of letters of credit).

“ Transactions ” means the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents, the borrowing of Loans and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

“ Type ”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the ABR.

“ UCC ” has the meaning assigned to such term in the U.S. Security Agreement.

“ Unfinanced Capital Expenditures ” means, for any period, Capital Expenditures made during such period which are not financed from the proceeds of any Indebtedness (other than the Revolving Loans; it being understood and agreed that, to the extent any Capital Expenditures are financed with Revolving Loans, such Capital Expenditures shall be deemed Unfinanced Capital Expenditures), all calculated for the Group on a consolidated basis in accordance with GAAP.

“ United States ” and “ U.S. ” mean the United States of America.

“ Unliquidated Obligations ” means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or unliquidated at such time, including any Secured Obligation that is: (a) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it; (b) any other obligation (including any guarantee) that is contingent in nature at such time; or (c) an obligation to provide collateral to secure any of the foregoing types of obligations.

“ U.S. Borrowers ” means FILLC and Blackhawk.

“ U.S. Loan Party ” means each Loan Party organized or created under the laws of a jurisdiction located in the U.S.

“ U.S. Person ” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“ U.S. Security Agreement ” means that certain pledge and security agreement (including any and all supplements thereto), dated as of the date hereof, among the U.S. Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, and any other pledge or security agreement entered into, after the date of this Agreement by any other Loan Party

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(as required by this Agreement or any other Loan Document) or any other Person for the benefit of the Administrative Agent and the other Secured Parties, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ U.S. Tax Compliance Certificate ” has the meaning assigned to such term in Section 2.18(f)(ii)(B)(3) .

“ USA PATRIOT Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.

“ VAT ” means:

(a) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(b) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“ Withholding Agent ” means any Loan Party and the Administrative 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 1.02 Classification of Loans and Borrowings . For purposes of this Agreement, Loans may be classified and referred to by Class ( e.g. , a “Revolving Loan”) or by Type ( e.g. , a “Eurodollar Loan”) or by Class and Type ( e.g. , a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class ( e.g. , a “Revolving Borrowing”) or by Type ( e.g. , a “Eurodollar Borrowing”) or by Class and Type ( e.g. , a “Eurodollar Revolving Borrowing”).

Section 1.03 Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply) and all judgments, orders and decrees of all Governmental Authorities. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include such Person’s successors and

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assigns (subject to any restrictions on assignments set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (f) any reference in any definition to the phrase “at any time” or “for any period” shall refer to the same time or period for all calculations or determinations within such definition, and (g) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Section 1.04 Accounting Terms; GAAP . Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof any of the Borrowers migrate to IFRS or there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent that the Borrowers request an amendment to any provision hereof to eliminate the effect of such migration to IFRS or change in GAAP or in the application thereof (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such migration to IFRS or change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such migration or change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. 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 (a) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party, the Parent or any Subsidiary at “fair value”, as defined therein and (b) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. For purposes of determining compliance with any provision of this Agreement, the determination of whether a lease is to be treated as an operating lease or capital lease shall be made without giving effect to any change in accounting for leases pursuant to GAAP resulting from Accounting Standards Update (ASU) 842, or any successor proposal.

Section 1.05 Pro Forma Adjustments for Acquisitions and Dispositions . To the extent any Borrower or any Subsidiary makes any Acquisition permitted pursuant to Section 6.04 or disposition of assets outside the ordinary course of business permitted by Section 6.05 or to the extent the Leverage Ratio or the Fixed Charge Coverage Ratio of the Group are otherwise required under this Agreement to be calculated on a pro forma basis, then in each case for purposes of making any calculation with respect to financial ratios required by this Agreement, such calculation shall be made for the period of four (4) consecutive fiscal quarters of the Parent most recently ended for which financial statements have been delivered in accordance with Section 5.01(a) or Section 5.01(b) , as applicable; provided, for the avoidance of doubt, that any calculation of Indebtedness with respect to such financial ratios shall be made as of the date of such transaction and shall include any incurrence and repayment of Indebtedness as of such date, each of the Leverage Ratio and the Fixed Charge Coverage Ratio, as applicable, shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which (a) are directly attributable to the applicable

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event, including, without limitation, the Acquisition or the disposition of assets, (b) are factually supportable and (c) are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial Officer to the Administrative Agent), as if such event, including such Acquisition or such disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four (4)-fiscal quarter period, and approved by the Administrative Agent in its Permitted Discretion.

Section 1.06 Status of Obligations . In the event that any Borrower or any other Loan Party shall at any time issue or have outstanding any Subordinated Indebtedness, such Borrower shall take or cause such other Loan Party to take all such actions as shall be necessary to cause the Secured Obligations to constitute senior indebtedness (however denominated) in respect of such Subordinated Indebtedness and to enable the Administrative Agent and the Lenders to have and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness. Without limiting the foregoing, the Secured Obligations are hereby designated as “senior indebtedness” and as “designated senior indebtedness” and words of similar import under and in respect of any indenture or other agreement or instrument under which such Subordinated Indebtedness is outstanding and are further given all such other designations as shall be required under the terms of any such Subordinated Indebtedness in order that the Lenders may have and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness.

Section 1.07 Currency Matters .

(a) Principal, interest, reimbursement obligations, fees, and all other amounts payable under this Agreement and the other Loan Documents to the Administrative Agent and the Lenders shall be payable in dollars. Unless stated otherwise, all calculations, comparisons, measurements or determinations under this Agreement shall be made in dollars. For purposes of such calculations, comparisons, measurements and determinations, amounts payable under Letters of Credit denominated in any Alternative Currency in accordance with Section 2.07(a)(ii) shall be converted by the Administrative Agent to the Dollar Equivalent thereof on the Revaluation Date.

(b) Without in any way limiting the foregoing provisions, the Administrative Agent shall make any calculations of Dollar Equivalents to determine compliance with this Section 1.07 , which calculations shall be conclusive absent manifest error.

Section 1.08 No Subordination . The permitted existence of any Liens shall not be interpreted to expressly or impliedly subordinate any Liens granted in favor of the Administrative Agent and the other Secured Parties as there is no intention to subordinate the Liens granted in favor of the Administrative Agent and the other Secured Parties.

Section 1.09 Dutch terms . Unless a contrary indication appears, any reference in this Agreement to:

(a) an “administrator” includes a bewindvoerder ;

(b) an “assignment” includes a cessie ;


(c)	a “guarantee” includes a standby letter of credit, any contract of suretyship ( borg ), any first demand guarantee, bond, any indemnity or counter-indemnity for financial loss and any other assurance against financial loss or non-payment or performance of a financial obligation including a third party security arrangement and an obligation to purchase assets

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or services as a consequence of a default by any other person to pay any indebtedness and guaranteed shall be construed accordingly;


(d)	a “merger” includes any juridische fusie within the meaning of section 2:309 et seq. of the Dutch Civil Code ( Burgerlijk Wetboek ), aandelenfusie , bedrijfsfusie or a combination thereof;

(e) a “moratorium” includes a surceance van betaling ;

(f) “negligence” includes schuld and "gross negligence" includes grove schuld ;

(g) a “receiver” or “liquidator” includes a curator ;


(h)	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, in general, any right in rem ( beperkt recht ) created for the purpose of granting security ( goederenrechtelijk zekerheidsrecht );

(i) a “set-off” includes a verrekening by contract or by operation of law;


(j)	any “step” or “procedure” taken in connection with insolvency proceedings includes a Dutch entity having filed a notice under article 36 of the Dutch Tax Collection Act ( Invorderingswet 1990 );

(k) a “transfer” includes contractsoverneming and a schuldoverneming ;

(l) “willful misconduct” includes opzet ;


(m)	a “winding-up”, “administration” or “dissolution” includes a Dutch entity being declared bankrupt ( failliet verklaard ) or dissolved ( ontbonden ); and


(n)	an “attachment” includes a conservatoir beslag or executoriaal beslag .

ARTICLE II

THE CREDITS

Section 2.01 Commitments . Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make Revolving Loans in dollars to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Exposure exceeding such Lender’s Commitment or (b) the Aggregate Revolving Exposure exceeding the lesser of (i) the Aggregate Commitment and (ii) the Borrowing Base, subject to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.04 and Section 2.05 . Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.

Section 2.02 Loans and Borrowings .

(a) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the

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applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. Any Protective Advance and any Overadvance shall be made in accordance with the procedures set forth in Section 2.04 and Section 2.05, respectively .

(b) Subject to Section 2.14 , each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower Representative may request in accordance herewith; provided that all Borrowings made on the Effective Date must be made as ABR Borrowings but may be converted into Eurodollar Borrowings in accordance with Section 2.09 . Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions of Section 2.15 , Section 2.16 , Section 2.17 , and Section 2.18 shall apply to such Affiliate to the same extent as to such Lender); provided that (i) any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement and (ii) the Affiliate shall not be entitled to receive any greater payment under Sections 2.15 , 2.16 , 2.17 , and 2.18 than such Lender would have been entitled to receive.

(c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. ABR Borrowings may be in any amount. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of six (6), Eurodollar Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, the Borrower Representative shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Section 2.03 Requests for Borrowings . To request a Borrowing, the Borrower Representative shall notify the Administrative Agent of such request either in writing (delivered by hand or facsimile) in a form approved by the Administrative Agent and signed by the Borrower Representative or by telephone or through Electronic System, if arrangements for doing so by telephone or through Electronic System have been approved by the Administrative Agent, not later than (a) in the case of a Eurodollar Borrowing, 10:00 a.m., Houston time, three (3) Business Days before the date of the proposed Borrowing or (a) in the case of an ABR Borrowing, 12:00 p.m., Houston time, on the date of the proposed Borrowing; provided that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.07(e) may be given not later than 9:00 a.m., Houston time, on the date of such proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile or a communication through Electronic System to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02 :

(i) the aggregate amount of the requested Borrowing and a breakdown of the separate wires comprising such Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

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(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(v) certification from a Responsible Officer of the Borrower Representative that each of the conditions set forth in Section 4.02 have been met.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower(s) shall be deemed to have selected an Interest Period of one (1) month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Section 2.04 Protective Advances .

(a) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the Borrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other past due amount chargeable to or required to be paid by the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03 ) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “ Protective Advances ”); provided that, the aggregate amount of Protective Advances and Overadvances, collectively, outstanding at any time shall not at any time exceed $5,000,000; provided further that, the Aggregate Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b) .

(b) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.

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Section 2.05 Overadvances .

(a) Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower, the Administrative Agent may, in its sole discretion (but with absolutely no obligation), on behalf of the Lenders, (x) make Revolving Loans to the Borrowers in amounts that exceed Availability (any such excess Revolving Loans are herein referred to collectively as “ Overadvances ”) or (y) deem the amount of Revolving Loans outstanding to the Borrowers that are in excess of Availability to be Overadvances; provided that, no Overadvance shall result in a Default due to Borrower’s failure to comply with Section 2.01 for so long as such Overadvance remains outstanding in accordance with the terms of this paragraph, but solely with respect to the amount of such Overadvance. In addition, Overadvances may be made even if the condition precedent set forth in Section 4.02(c) has not been satisfied. All Overadvances shall constitute ABR Borrowings. The making of an Overadvance on any one occasion shall not obligate the Administrative Agent to make any Overadvance on any other occasion. The authority of the Administrative Agent to make Overadvances is limited to an aggregate amount not to exceed $5,000,000 at any time; provided that, the aggregate amount of Overadvances and Protective Advances shall not collectively exceed $5,000,000. No Overadvance may remain outstanding for more than thirty (30) days and no Overadvance shall cause any Lender’s Revolving Exposure to exceed its Commitment; provided that, the Required Lenders may at any time revoke the Administrative Agent’s authorization to make Overadvances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof.

(b) Upon the making of an Overadvance (whether before or after the occurrence of a Default), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent, as the case may be, without recourse or warranty, an undivided interest and participation in such Overadvance in proportion to its Applicable Percentage of the Commitment. The Administrative Agent may, at any time, require the Lenders to fund their participations. From and after the date, if any, on which any Lender is required to fund its participation in any Overadvance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Overadvance.

Section 2.06 Cash Dominion . Subject to Section 5.12 , at all times:

(a) all Deposit Accounts, Securities Accounts and Commodity Accounts (other than any Excluded Deposit Account for so long as such account is an Excluded Deposit Account) of the U.S. Loan Parties shall be Controlled Accounts; and

(b) all accounts receivable received by or on behalf of a U.S. Loan Party shall be deposited into a Deposit Account that is a Controlled Account exclusively held by a U.S. Loan Party and is subject to the control of the Administrative Agent;

(c) during an Activation Period, each U.S. Loan Party shall be subject to cash dominion as specified in this Section 2.06(c) . During an Activation Period, cash on hand and collections which are received into any Controlled Account of the U.S. Loan Parties (other than an Excluded Deposit Account), and, to the extent necessary, any securities held in any Securities Account of the U.S. Loan Parties shall be liquidated and the cash proceeds thereof, shall be swept on a daily basis into an account of the Administrative Agent and used to make prepayments and payments in accordance with Section 2.11(b) .

Section 2.07 Letters of Credit .

(a) General .

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(i) Subject to the terms and conditions set forth herein, any Borrower may request the issuance of Letters of Credit denominated in dollars, as the applicant thereof for the support of its or its Subsidiaries’ or any other Loan Party’s obligations, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrowers to, or entered into by the Borrowers with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Each Borrower unconditionally and irrevocably agrees that, in connection with any Letter of Credit issued for the support of any Subsidiaries’ or any other Loan Party’s obligations as provided in the first sentence of this paragraph, the Borrowers will be fully, jointly and severally, responsible for the reimbursement of LC Disbursements in accordance with the terms hereof, the payment of interest thereon and the payment of fees due under Section 2.13(b) to the same extent as if it were the sole account party in respect of such Letter of Credit (each Borrower hereby irrevocably waives any defenses that might otherwise be available to it as a guarantor or surety of the obligations of such Subsidiary that is an account party in respect of any such Letter of Credit). Notwithstanding anything herein to the contrary, the Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit (A) the proceeds of which would be made available to any Person (x) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is a Sanctioned Country or (y) in any manner that would result in a violation of any Sanctions by any party to this Agreement, (B) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Requirement of Law relating to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuing Bank in good faith deems material to it, or (C) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally; provided that, notwithstanding anything herein to the contrary, (1) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof, and (2) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed not to be in effect on the Effective Date for purposes of clause (B) above, regardless of the date enacted, adopted, issued or implemented.

(ii) The Borrower may from time to time request that Letters of Credit be issued in an Alternative Currency. In the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the applicable Issuing Bank. Any such request shall be made to the Administrative Agent and the applicable Issuing Bank not later than 9:00 am, Houston time, at least five (5) Business Days prior to the date of the desired Letter of Credit issuance (or such other time or date as may be agreed to by the Administrative Agent and the applicable Issuing Bank in their sole discretion). In the case of any such request, the Administrative Agent shall promptly advise each applicable Issuing Bank thereof. Each Issuing Bank shall notify the Administrative Agent, not later than noon, Houston time, two (2) Business Days (or such other period of time as may be agreed by the Administrative Agent in its sole discretion) after receipt of

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such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested Alternative Currency. Any failure by any Issuing Bank, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank to permit Letters of Credit to be issued in such requested Alternative Currency. If the Administrative Agent and an Issuing Bank consent to the issuance of Letters of Credit in such requested Alternative Currency, the Administrative Agent shall so notify the Borrower.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions .

(i) To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower Representative shall deliver by hand or facsimile (or transmit through Electronic System, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of, but in any event prior to 9:00 am, Houston time, at least three (3) Business Days prior to the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the applicable Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit.

(ii) A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower Representative shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (A) (x) the aggregate LC Exposure shall not exceed the Letter of Credit Sublimit, (B) no Lender’s Revolving Exposure shall exceed its Commitment and (C) the Aggregate Revolving Exposure shall not exceed the lesser of (x) the Aggregate Commitment and (y) the Borrowing Base. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding LC Exposure in respect of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Bank’s Letter of Credit Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Borrowers may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual Letter of Credit Sublimit in effect at the time of such request, and each such Issuing Bank agrees to consider, in its sole discretion, any such request in good faith but shall have no obligation to issue such requested Letter of Credit. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Letter of Credit Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of the Credit Agreement, and shall not affect the Letter of Credit Sublimit of any other Issuing Bank, subject to the limitations on the aggregate LC Exposure set forth in clause (i) of this Section 2.07(b) .

(iii) The parties hereto agree that the Existing Letters of Credit will automatically, without any further action on the part of any Person, be deemed to be Letters of Credit hereunder issued hereunder. Without limiting the foregoing (i) each such Existing Letter of Credit shall be included in the calculation of the L/C Exposure, (ii) all liabilities of the Borrowers and the other Loan Parties with respect to such Existing Letters of Credit shall constitute Obligations and (iii) each Lender shall have reimbursement obligations with respect to such Existing Letters of Credit as provided in Section 2.07(e) .

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(c) Expiration Date . Each Letter of Credit shall expire (or be subject to termination or non-renewal by notice from the Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one (1) year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, including, without limitation, any automatic renewal provision, one (1) year after such renewal or extension) or such longer period of time as may be agreed to by the applicable Issuing Bank in its sole discretion (which shall in no event extend beyond the date set forth in clause (ii) hereof) and (ii) the date that is five (5) Business Days prior to the Maturity Date.

(d) Participations . By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrowers on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrowers for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement . If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers, jointly and severally, shall reimburse such LC Disbursement by paying to the Administrative Agent (A) an amount equal to such LC Disbursement in dollars (based on the Dollar Equivalent of such amount, if applicable) and (B) the Dollar Equivalent of any fees, charges or other costs or expenses incurred by the Issuing Bank in connection with such payment, (i) not later than 11:00 a.m., Houston time, on the date that such LC Disbursement is made, if the Borrower Representative or applicable Borrower shall have received notice of such LC Disbursement prior to 9:00 a.m., Houston time, on such date, or, (ii) if such notice has not been received by the Borrowers prior to such time on such date, then not later than 11:00 a.m., Houston time, on (x) the Business Day that the Borrower Representative or applicable Borrower receives such notice, if such notice is received prior to 9:00 a.m., Houston time, on the day of receipt, or (y) the Business Day immediately following the day that the Borrower Representative or applicable Borrower receives such notice, if such notice is not received prior to such time, on the day of receipt; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with an ABR Borrowing (to the extent available) in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Borrowing, as applicable. If the Borrowers fail to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrowers in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in the same manner as provided in Section 2.08 with respect to Loans made by such Lender (and Section 2.08 shall apply, mutatis mutandis , to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank, as

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their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.

(f) Obligations Absolute . The Borrowers’ joint and several obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section 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 and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein or herein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) any payment by the Issuing Bank 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 (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. None of the Administrative Agent, the Lenders, or the Issuing Bank or any of their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder or any acts or omissions of any beneficiary with respect to its use of any Letter of Credit), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing (including, without limitation, the Borrower’s absolute, unconditional and irrevocable obligation to reimburse LC Disbursements as set forth in this Section 2.07(f) ) shall not be construed to (x) preclude the Borrower’s pursuing any rights and remedies as it may have against the beneficiary of any Letter of Credit at law or under any other agreement or (y) excuse the Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by any Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, willful misconduct or bad faith on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures . The Issuing Bank shall, within the period stipulated by the terms and conditions of the respective Letter of Credit, following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. After such examination, the Issuing Bank shall promptly notify the Administrative Agent and the applicable Borrower by telephone (confirmed by facsimile) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse the Issuing Bank and the Lenders with respect to any such LC Disbursement.

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(h) Interim Interest . If the Issuing Bank shall make any LC Disbursement, then, unless the Borrowers shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrowers reimburse such LC Disbursement, at the rate per annum then applicable to ABR Loans and such interest shall be due and payable on the date when such reimbursement is payable; provided that, if the Borrowers fail to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.14(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i) Replacement of the Issuing Bank .

(i) The Issuing Bank may be replaced at any time by written agreement among the Borrower Representative, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrowers shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b) . From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit then outstanding and issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(ii) Subject to the appointment and acceptance of a successor Issuing Bank, the Issuing Bank may resign as an Issuing Bank at any time upon thirty (30) days’ prior written notice to the Administrative Agent, the Borrower Representative and the Lenders, in which case, such Issuing Bank shall be replaced in accordance with Section 2.07(i) above.

(j) Cash Collateralization . If any Event of Default shall occur and be continuing, on the date that is one (1) Business Day after the date on which the Borrower Representative receives written notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than 50% of the aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders (the “ LC Collateral Account ”), an amount in cash equal to 105% of the amount of the LC Exposure as of such date plus accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in clause (h) or (i) of Article VII . Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrowers hereby grant the Administrative Agent a security interest in the LC Collateral Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear

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interest. Interest or profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys in the LC Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 50% of the aggregate LC Exposure), be applied to satisfy other Secured Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three (3) Business Days after all such Events of Default have been cured or waived as confirmed in writing by the Administrative Agent.

(k) Issuing Bank Reports to the Administrative Agent . Unless otherwise agreed by the Administrative Agent, each Issuing Bank (other than JPMCB) shall, in addition to its notification obligations set forth elsewhere in this Section, report in writing to the Administrative Agent (i) periodic activity (for such period or recurrent periods as shall be requested by the Administrative Agent) in respect of Letters of Credit issued by such Issuing Bank, including all issuances, extensions, amendments and renewals, all expirations and cancelations and all disbursements and reimbursements, (ii) and to each other Issuing Bank reasonably prior to the time that such Issuing Bank issues, amends, renews or extends any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the stated amount of the Letters of Credit issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed), (iii) on each Business Day on which such Issuing Bank makes any LC Disbursement, the date and amount of such LC Disbursement, (iv) on any Business Day on which the Borrower Representative fails to reimburse an LC Disbursement required to be reimbursed to such Issuing Bank on such day, the date of such failure and the amount of such LC Disbursement, and (v) on any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such Issuing Bank.

(l) LC Exposure Determination . For all purposes of this Agreement, the amount of a Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof shall be deemed 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 the time of determination.

Section 2.08 Funding of Borrowings .

(a) Each Lender shall make each Loan to be made by such Lender hereunder on the proposed date thereof solely by wire transfer of immediately available funds by 1:00 p.m., Houston time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders in an amount equal to such Lender’s Applicable Percentage. The Administrative Agent will make such Loans available to the Borrower Representative by promptly crediting the funds so received in the aforesaid account of the Administrative Agent to the Funding Account; provided that ABR Loans made to finance the reimbursement of (i) an LC Disbursement as provided in Section 2.07(e) shall be remitted by the Administrative Agent to the Issuing Bank and (ii) a Protective Advance or an Overadvance shall be retained by the Administrative Agent.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance

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upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrowers, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

Section 2.09 Interest Elections .

(a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower Representative may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower Representative may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election by telephone or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, by the time that a Borrowing Request would be required under Section 2.03 if the Borrowers were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery, Electronic System or facsimile to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower Representative.

(c) Each telephonic and written Interest Election Request (including requests submitted through Electronic System) shall specify the following information in compliance with Section 2.02 :

(i) the name of the applicable Borrower and the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

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If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one (1) month’s duration.

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

Section 2.10 Termination and Reduction of Commitments; Increase in Commitments .

(a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.

(b) The Borrowers may at any time terminate the Commitments upon Payment in Full of the Secured Obligations.

(c) The Borrowers may from time to time reduce the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $5,000,000, (ii) the Borrowers shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.12 , the Aggregate Revolving Exposure would exceed the lesser of (x) the Aggregate Commitment and (y) the Borrowing Base, and (iii) subject to Section 2.10(b) , the Borrowers shall not reduce the Commitments if such reduction will make the Commitments less than $20,000,000.

(d) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

(e) The Borrowers shall have the right to increase the Commitments by obtaining additional Commitments, either from one or more of the Lenders or, with the consent of the Administrative

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Agent and any Issuing Bank (not to be unreasonably withheld) to the extent that consent of the Administrative Agent and any Issuing Bank would be required for an assignment of Loans and Commitments to such Person pursuant to Section 9.04(b) , one or more other financial lending institutions, provided that (i) any such request for an increase shall be in a minimum amount of $20,000,000 (or such lower amount as the Administrative Agent agrees), (ii) the Borrower Representative, on behalf of the Borrowers, may make a maximum of five (5) such requests, (iii) after giving effect thereto, the sum of the total of the additional Commitments does not exceed $100,000,000, (iv) the Aggregate Commitment does not exceed $200,000,000, (v) the Administrative Agent and the Issuing Bank have approved the identity of any such Lender to the extent it is not an Existing Lender, such approvals not to be unreasonably withheld or delayed, (vi) any such new Lender assumes all of the rights and obligations of a “Lender” hereunder, and (vii) the procedure described in Section 2.10(f) have been satisfied. Nothing contained in this Section 2.10 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder at any time.

(f) Any amendment hereto for such an increase or addition shall only require the written signatures of the Administrative Agent, the Borrower Representative and each Lender being added or increasing its Commitment, subject only to the approval of all Lenders if any such increase or addition would cause the Aggregate Commitment to exceed $200,000,000. As a condition precedent to such an increase or addition, the Borrower Representative shall deliver to the Administrative Agent a certificate of each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such increase or addition, (1) the representations and warranties contained in Article III and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, (2) no Default exists, (3) if during an Activation Period, the Borrowers are in compliance (on a pro forma basis) with the financial covenant contained in Section 6.12 and (4) legal opinions and documentation consistent with those delivered on the Closing Date, to the extent requested by the Administrative Agent. If a Borrower elects to increase the Aggregate Commitment by increasing the Commitment of a Lender, such Borrower, the Borrower Representative and such Lender shall execute and deliver to the Administrative Agent an agreement substantially in the form of Exhibit G (a “ Commitment Increase Agreement ”) or in such other form, including an amendment to this Agreement, otherwise acceptable to the Administrative Agent. If any Borrower elects to increase the Commitments by causing an additional Lender to become a party to this Agreement and there is no increased Commitment by an existing Lender, then such Borrower, the Borrower Representative and such additional Lender shall execute and deliver to the Administrative Agent an agreement substantially in the form of Exhibit H (an “ Additional Lender Agreement ”) or in such form, including an amendment to this Agreement, otherwise acceptable to the Administrative Agent. Each such additional Lender shall submit to the Administrative Agent an Administrative Questionnaire and a processing and recordation fee of $3,500 (unless such fee is waived by the Administrative Agent). Each such Borrower shall, if requested by the additional Lender deliver a promissory note payable to such additional Lender in a principal amount equal to its Commitment, and otherwise duly completed.

(g) On the effective date of any such increase or addition, (i) any Lender increasing (or, in the case of any newly added Lender, extending) its Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase or addition and the use of such amounts to make payments to such other Lenders, each

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Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its revised Applicable Percentage of such outstanding Revolving Loans, and the Administrative Agent shall make such other adjustments among the Lenders with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation and (ii) the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase (or addition) in the Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower Representative, in accordance with the requirements of Section 2.03 ). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Loan, shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.17 if the deemed payment occurs other than on the last day of the related Interest Periods. Within a reasonable time after the effective date of any increase or addition, the Administrative Agent shall, and is hereby authorized and directed to, revise the Commitment Schedule to reflect such increase or addition and shall distribute such revised Commitment Schedule to each of the Lenders and the Borrower Representative, whereupon such revised Commitment Schedule shall replace the old Commitment Schedule and become part of this Agreement.

Section 2.11 Repayment of Loans; Evidence of Debt .

(a) The Borrowers hereby unconditionally promise, on a joint and several basis, to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date, the thirtieth (30th) day after such Overadvance is made and demand by the Administrative Agent.

(b) At all times during an Activation Period, on each Business Day, the Administrative Agent shall apply all funds credited to the Collateral Deposit Accounts on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata , second to prepay the Revolving Loans and third to cash collateralize outstanding LC Exposure to the extent required herein. Notwithstanding the foregoing, to the extent any funds credited to the Collateral Deposit Accounts constitute Net Proceeds, the application of such Net Proceeds shall be subject to Section 2.12(c) .

(c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

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(e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section 2.11 shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement.

(f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent.

Section 2.12 Prepayment of Loans .

(a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty, subject to prior written notice in accordance with paragraph (e) of this Section and, if applicable, payment of any break funding expenses under Section 2.17 .

(b) Except for Overadvances permitted under Section 2.05 , in the event and on such occasion that the Aggregate Revolving Exposure exceeds the lesser of (i) the Aggregate Commitment and (ii) the Borrowing Base, the Borrowers shall prepay the Revolving Loans, LC Exposure and/or cash collateralize the LC Exposure in an account with the Administrative Agent pursuant to Section 2.07(j) as applicable in an aggregate amount equal to such excess.

(c) In the event and on each occasion that any Net Proceeds are received by or on behalf of any Borrower or other U.S. Loan Party in respect of any Prepayment Event, the Borrowers shall, (i) so long as an Activation Period is not in effect, promptly and in any event within three (3) Business Days and (ii) at any time if an Activation Period is in effect immediately and no later than one Business Day following the date on which such Net Proceeds are received by any U.S. Loan Party, prepay the Obligations and cash collateralize the LC Exposure as set forth in Section 2.12(d) below in an aggregate amount equal to (100%) of such Net Proceeds; provided that, in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event”, if the Borrower Representative shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the U.S. Loan Parties intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within one hundred eighty (180) days after receipt of such Net Proceeds, to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding Inventory) to be used in the business of the Loan Parties, and certifying that no Event of Default has occurred and is continuing, then either (i) so long as an Activation Period is not in effect, no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate or (ii) if an Activation Period is in effect, then, if the Net Proceeds specified in such certificate are to be applied to acquire, replace or rebuild such assets by (A) the Borrowers, such Net Proceeds shall be applied by the Administrative Agent to reduce the outstanding principal balance of the Revolving Loans (without a permanent reduction of the Commitment) and upon such application, the Administrative Agent shall establish a Reserve against the Borrowing Base in an amount equal to the amount of such proceeds so applied and (B) any U.S. Loan Party that is not a Borrower, such Net Proceeds shall be deposited in a cash collateral account, and in the case of either clause (A) or (B) , thereafter, such funds shall be made available to the applicable U.S. Loan Party as follows:

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(i) the Borrower Representative shall request a Borrowing (specifying that the request is to use Net Proceeds pursuant to this Section 2.12 ) or the applicable Loan Party shall request a release from the cash collateral account be made in the amount needed;

(ii) so long as the conditions set forth in Section 4.02 have been met, the Lenders shall make such Borrowing or the Administrative Agent shall release funds from the cash collateral account; and

(iii) in the case of Net Proceeds applied against the Borrowing, the Reserve established with respect to such insurance proceeds shall be reduced by the amount of such Borrowing;

provided that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such one hundred eighty (180)-day period, a prepayment shall be required at such time in an amount equal to such Net Proceeds that have not been so applied.

(d) All such amounts prepaid by the Borrowers pursuant to Section 2.12(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to Collateral) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata , second to prepay the Revolving Loans without a corresponding reduction in the Commitments and third to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Collateral as compared to other equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion.

(e) The Borrower Representative shall notify the Administrative Agent by telephone (confirmed by facsimile) or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, of any prepayment hereunder not later than (i) 10:00 a.m., Houston time, (A) in the case of prepayment of a Eurodollar Borrowing, three (3) Business Days before the date of prepayment or (B) in the case of prepayment of an ABR Borrowing, one (1) Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.10 , then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.10 . Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02 . Each prepayment of a Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.14 and (ii) break funding payments pursuant to Section 2.17 .

Section 2.13 Fees .

(a) The Borrowers agree to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily amount of the Available Commitment of such Lender to make Revolving Loans during the period from and including the Effective Date to but excluding the Maturity Date. Accrued commitment fees shall be payable in arrears on the first Business Day of each calendar month and on the Maturity Date, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of three hundred sixty (360) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

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(b) The Borrowers agree to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the Maturity Date, and (ii) to the Issuing Bank a fronting fee, in an amount to be agreed between the Borrower Representative and the applicable Issuing Bank, attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of each calendar month shall be payable on the first Business Day of each calendar month following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of three hundred sixty (360) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All fees payable with respect to Letters of Credit shall be payable in dollars or with respect to Letters of Credit issued in an Alternative Currency, in the Dollar Equivalent thereof.

(c) The Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrowers and the Administrative Agent.

(d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Section 2.14 Interest .

(a) The Loans comprising ABR Borrowings shall bear interest at the ABR plus the Applicable Rate.

(b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c) Each Protective Advance and each Overadvance shall bear interest at the ABR plus the Applicable Rate for Revolving Loans plus 2%.

(d) Notwithstanding the foregoing, during the occurrence and continuance of an Event of Default, the Administrative Agent or the Required Lenders may, at their option, by notice to the Borrower Representative (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 9.02 requiring the consent of “each Lender affected thereby” for reductions in interest rates), declare that (i) all Loans shall bear interest at 2% plus the rate otherwise applicable to such Loans as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount outstanding hereunder, such amount shall accrue at 2% plus the rate applicable to such fee or other obligation as provided hereunder.

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(e) Accrued interest on each Loan (for ABR Loans, accrued through the last day of the prior calendar month) shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(f) All interest hereunder shall be computed on the basis of a year of three hundred sixty (360) days, except that interest computed by reference to the Alternate Base Rate shall be computed on the basis of a year of three hundred sixty-five (365) days (or three hundred sixty-six (366) days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Section 2.15 Alternate Rate of Interest .

(a) Subject to clause (b) below, if prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable (including, without limitation, by means of an Interpolated Rate or because the LIBO Screen Rate is not available or published on a current basis) for such Interest Period; or

(ii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower Representative and the Lenders via telephone or Electronic System as provided in Section 9.01 as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall be repaid or converted into an ABR Borrowing on the last day of the then current Interest Period applicable thereto, and (B) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

(b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) or clause (a)(ii) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower Representative shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and

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shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 9.02 , such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest and other related changes (including, to the extent necessary, corresponding changes to the definition of “Applicable Rate” and other definitions referenced therein) is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.15(b) , only to the extent the LIBO Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective, and (y) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Section 2.16 Increased Costs .

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank;

(ii) impose on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (in each case, other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or

(iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting into or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient 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 Lender, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b) If any Lender or the Issuing Bank 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 Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of, or the Loans made by, or participations in Letters of Credit, Protective Advances or Overadvances held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the

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Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrowers will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

(c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within ten (10) Business Days after receipt thereof.

(d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than one hundred eighty (180) days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower Representative of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the one hundred eighty (180)-day period referred to above shall be extended to include the period of retroactive effect thereof.

Section 2.17 Break Funding Payments . In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment pursuant to Section 2.12 ), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.10(d) or Section 2.12(e) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrowers pursuant to Section 2.20 or Section 9.02(d) , then, in any such event, the Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Eurodollar Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Eurodollar Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Eurodollar Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Section 2.18 Withholding of Taxes; Gross-Up .

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(a) Payments Free of Taxes . Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. If such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section 2.18 ) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Payment of Other Taxes by the Loan Parties . The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.

(c) Evidence of Payment . As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.18 , such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d) Indemnification by the Loan Parties . The Loan Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Loan Party by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e) Indemnification by the Lenders . Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to such Lender from any other source against any amount due to the Administrative Agent under this paragraph (e) .

(f) Status of Lenders .

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(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrowing Representative and the Administrative Agent, at the time or times reasonably requested by the Borrower Representative and the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower Representative or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower Representative or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower Representative or the Administrative Agent as will enable the Borrower Representative or the Administrative Agent to determine whether or not such Lender 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 Section 2.18(f)(ii)(A) , Section 2.18(f)(ii)(B) , and Section 2.18(f)(ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing,

(A) any Lender that is a U.S. Person shall deliver to the Borrower Representative and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative and the Administrative Agent), an executed IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Representative 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 Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative and the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender 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 Loan Document, an executed IRS Form W-8BEN or IRS Form W-8BEN-E, 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 Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as 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) in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, an executed IRS Form W-8ECI;

(3) in the case of a Foreign Lender 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 F-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of any Borrower 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

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Code (a “ U.S. Tax Compliance Certificate ”) and (y) an executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; or

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

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Representative 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 Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative and the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower Representative and the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender 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 Lender shall deliver to the Borrower Representative and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower Representative and 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 Borrower Representative and the Administrative Agent as may be necessary for the Borrower Representative and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D) , “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender 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 Borrower Representative and the Administrative Agent in writing of its legal inability to do so.

(g) Treatment of Certain Refunds . If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.18 (including by the payment of additional amounts pursuant to this Section 2.18 ), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.18 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) ( plus any penalties, interest or other charges imposed by the relevant Governmental

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Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g) , in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph (g) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h) Survival . Each party’s obligations under this Section 2.18 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document (including the Payment in Full of the Secured Obligations).

(i) Defined Terms . For purposes of this Section 2.18 , the term “applicable law” includes FATCA.

(j) VAT .

(i) All amounts expressed to be payable under a Loan Document by any Party to any Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any Party under a Loan Document and such Lender is required to account to the relevant tax authority for the VAT, that Party must pay to such Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender must promptly provide an appropriate VAT invoice to that Party).

(ii) If VAT is or becomes chargeable on any supply made by any Lender (the “ Supplier ”) to any other Lender (the “ Supply Recipient ”) under a Loan Document, and any Party other than the Supply Recipient (the “ Relevant Party “) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Supply Recipient in respect of that consideration):

(A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Supply Recipient must (where this paragraph (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Supply Recipient receives from the relevant tax authority which the Supply Recipient reasonably determines relates to the VAT chargeable on that supply; and

(B) (where the Supply Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Supply Recipient, pay to the Supply Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Supply Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(iii) Where a Loan Document requires any Loan Party to reimburse or indemnify a Lender for any cost or expense, that Loan Party shall reimburse or indemnify (as the case

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may be) such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(iv) Any reference in this Section 2.18(j) to any Party shall, at any time when such Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time or a person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union).

(v) In relation to any supply made by a Lender to any Party under a Loan Document, if reasonably requested by such Lender, that Party must promptly provide such Lender with details of that Party's VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

Section 2.19 Payments Generally; Allocation of Proceeds; Sharing of Set-offs .

(a) The Borrower Representative shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.16 , Section 2.17 , or Section 2.18 , or otherwise) prior to 2:00 p.m., Houston time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 10 South Dearborn Street, Floor L2, Chicago, Illinois, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Section 2.16 , Section 2.17 , Section 2.18 , and Section 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars.

(b) Any proceeds of Collateral received by the Administrative Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrowers), (B) a mandatory prepayment, including any Net Proceeds received pursuant to Section 2.12(c) (which shall be applied in accordance with Section 2.12 ) or (C) amounts to be applied from the Collateral Deposit Accounts when an Activation Period is in effect (which shall be applied in accordance with Section 2.11(b) ) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, shall be applied ratably first , to pay any fees, indemnities, or expense reimbursements then due to the Administrative Agent and the Issuing Bank from the Borrowers (other than in connection with Banking Services Obligations or Swap Agreement Obligations), second , to pay any fees, indemnities, or expense reimbursements then due to the Lenders from the Borrowers (other than in connection with Banking Services Obligations or Swap Agreement Obligations), third , to pay interest due in respect of the Overadvances and Protective Advances, fourth , to pay the principal of the Overadvances and Protective Advances, fifth , to pay interest then due and payable on the Loans (other than the Overadvances and Protective Advances)

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ratably, sixth , to prepay principal on the Loans (other than the Overadvances and Protective Advances) and unreimbursed LC Disbursements, seventh , to pay an amount to the Administrative Agent equal to 105% of the aggregate LC Exposure, to be held as cash collateral for such Obligations, eighth , to payment of any amounts owing in respect of Banking Services Obligations and Swap Agreement Obligations up to and including the amount most recently provided to the Administrative Agent pursuant to Section 2.23 , and ninth , to the payment of any other Secured Obligation due to the Administrative Agent, any Lender or any other Secured Party by the Borrowers or any other Loan Party. Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless a Default is in existence, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan of a Class, except (a) on the expiration date of the Interest Period applicable thereto or (b) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any such event, the Borrowers shall pay the break funding payment required in accordance with Section 2.17 . The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.

(c) At the election of the Administrative Agent and notice to the Borrower Representative, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees, costs and expenses pursuant to Section 9.03 ), and other sums payable under the Loan Documents, may be paid or deducted from any Deposit Account of the Borrowers (other than any Excluded Deposit Account) maintained with the Administrative Agent, or if any such Deposit Account does not have sufficient funds to make such payment, from the proceeds of Borrowings made hereunder either pursuant to a request by the Borrower Representative pursuant to Section 2.03 or a deemed request as provided in this Section. The Borrowers hereby irrevocably authorizes (i) the Administrative Agent to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents to the extent any Deposit Account of any Borrower (other than any Excluded Deposit Account) maintained with the Administrative Agent has insufficient funds therefor, and agrees that all such amounts charged shall constitute Loans (including Overadvances, but such a Borrowing may only constitute a Protective Advance if it is to reimburse costs, fees and expenses as described in Section 9.03 ) and that all such Borrowings shall be deemed to have been requested pursuant to Section 2.03 or Section 2.04 , as applicable, and (ii) the Administrative Agent to charge any Deposit Account of the Borrowers (other than any Excluded Deposit Account) maintained with the Administrative Agent for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

(d) If, except as otherwise expressly provided herein, any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment

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obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrowers or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

(e) Unless the Administrative Agent shall have received notice from the Borrower Representative prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(f) If any Lender shall fail to make any payment required to be made by it hereunder, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations hereunder until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender hereunder. Application of amounts pursuant to (i) and (ii) above shall be made in any order determined by the Administrative Agent in its discretion.

(g) The Administrative Agent may from time to time at its discretion provide the Borrowers with account statements or invoices with respect to any of the Secured Obligations (the “ Statements ”). The Administrative Agent is under no duty or obligation to provide Statements, which, if provided, will be solely for the Borrowers’ convenience. Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrower pays the full amount indicated on a Statement on or before the due date indicated on such Statement, the Borrower shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by the Administrative Agent, on behalf of the Lenders, of any payment that is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute a waiver of the Administrative Agent’s or the Lenders’ right to receive payment in full at another time.

Section 2.20 Mitigation Obligations; Replacement of Lenders .

(a) If any Lender requests compensation under Section 2.16 , or if the Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.18 , then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.16 or 2.17 , as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or

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expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If (i) any Lender requests compensation under Section 2.16 , or (ii) the Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.18 , or (iii) any Lender becomes a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04 ), all its interests, rights (other than its existing rights to payments pursuant to Section 2.16 or Section 2.18 ) and obligations under this Agreement and other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrowers shall have received the prior written consent of the Administrative Agent (and in circumstances where its consent would be required under Section 9.04 , the Issuing Bank), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.16 or payments required to be made pursuant to Section 2.18 , such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

Section 2.21 Defaulting Lenders . Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.13(a) ;

(b) such Defaulting Lender shall not have the right to vote on any issue on which voting is required (other than to the extent expressly provided in Section 9.02(b) ) and the Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.02 ) or under any other Loan Document; provided , that, except as otherwise provided in Section 9.02 , this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby;

(i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only (x) to the extent that the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless the Borrower Representative shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time) and (y) to the extent that such reallocation does not, as

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to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Commitment;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrowers shall within one (1) Business Day following notice by the Administrative Agent (x) first , cash collateralize, for the benefit of the Issuing Bank, the Borrowers’ obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.07(j) for so long as such LC Exposure is outstanding;

(iii) if the Borrowers cash collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.13(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.13(a) and Section 2.13(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and

(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.13(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and

(d) so long as such Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend, renew, extend or increase any Letter of Credit, unless it is satisfied that such Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance with Section 2.21(c) , and LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.21(c)(i) (and such Defaulting Lender shall not participate therein).

If (i) a Bankruptcy Event or a Bail-In Action with respect to the Parent of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) the Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless the Issuing Bank shall have entered into arrangements with the Borrowers or such Lender, satisfactory to the Issuing Bank to defease any risk to it in respect of such Lender hereunder.

In the event that each of the Administrative Agent, the Borrower, the Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on the date of such readjustment such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.

Section 2.22 Returned Payments . If after receipt of any payment which is applied to the payment of all or any part of the Secured Obligations (including a payment effected through exercise of a right of setoff),

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the Administrative Agent or any Secured Party is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason (including pursuant to any settlement entered into by the Administrative Agent or such Secured Party in its discretion), then the Secured Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Secured Party. The provisions of this Section 2.22 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Secured Party in reliance upon such payment or application of proceeds. The provisions of this Section 2.22 shall survive the termination of this Agreement.

Section 2.23 Banking Services and Swap Agreements . Each Lender or Affiliate thereof (other than JPMCB and its Affiliates) providing Banking Services for, or having Swap Agreements with, any Loan Party or any Subsidiary of a Loan Party shall deliver to the Administrative Agent, promptly after entering into such Banking Services or Swap Agreements, written notice setting forth the aggregate amount of all Banking Services Obligations and Swap Agreement Obligations of such Loan Party or Subsidiary thereof to such Lender or Affiliate (whether matured or unmatured, absolute or contingent). In addition, each such Lender or Affiliate thereof shall deliver to the Administrative Agent, upon (a) the Administrative Agent’s request therefor or (b) any material change in the amounts due or to become due in respect of such Banking Services Obligations and Swap Agreement Obligations, a summary of the amounts due or to become due in respect of such Banking Services Obligations and Swap Agreement Obligations. The information set forth in the most recent summary delivered to the Administrative Agent pursuant to this Section 2.23 shall be used in determining the amounts to be applied in respect of such Banking Services Obligations and/or Swap Agreement Obligations pursuant to Section 2.19(b) .

Section 2.24 Currency Indemnity . The Borrowers shall, and shall cause the other Loan Parties to, make payment relative to any Obligation with respect to Letters of Credit in the currency in which such Obligation was effected (the “ Agreed Currency ”). If any payment is received on account of any Obligation in any currency other than the Agreed Currency (the “ Other Currency ”) (whether voluntarily or pursuant to an order or judgment or the enforcement thereof or the realization of any collateral under the Collateral Documents or the liquidation of a Loan Party or otherwise), such payment shall constitute a discharge of the liability of the Loan Parties hereunder and under the other Loan Documents in respect of such obligation only to the extent of the amount of the Agreed Currency which the relevant Issuing Bank is able to purchase with the amount of the Other Currency received by it on the Business Day next following such receipt in accordance with its normal banking procedures in the relevant jurisdiction and applicable law after deducting any costs of exchange. To the fullest extent permitted by applicable law, if the amount of the Other Currency received is insufficient to satisfy the obligation in the Agreed Currency in full, then the Borrowers, jointly and severally, shall on demand indemnify the Issuing Banks from and against any loss or cost arising out of or in connection with such deficiency; provided that if the amount of the Agreed Currency so purchased is greater than the amount of the Agreed Currency due in respect of such liability immediately prior to such judgment or order, voluntary prepayment, realization of collateral, liquidation of a Loan Party or otherwise, then the Agents or the Lenders, as the case may be, agree to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law). To the fullest extent permitted by applicable law, the foregoing indemnity and agreement by each party shall constitute an obligation separate and independent from all other obligations contained in this Agreement and shall give rise to a separate and independent cause of action.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

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Each Loan Party represents and warrants to the Lenders that:

Section 3.01 Organization; Powers . Each Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business, and is in good standing, in every jurisdiction where such qualification is required.

Section 3.02 Authorization; Enforceability . The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. Each Loan Document to which each Loan Party is a party has been duly executed and delivered by such Loan Party and constitutes a legal, valid and binding obligation of such Loan Party, enforceable 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.

Section 3.03 Governmental Approvals; No Conflicts . The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any material Requirement of Law applicable to any Loan Party or any other Group member, (c) will not violate or result in a “default” or “event of default” under any indenture, agreement or other instrument binding upon any Loan Party or any Group member or the assets of any Loan Party or any Group member, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Group member, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any other Group member, except Liens created pursuant to the Loan Documents.

Section 3.04 Financial Condition; No Material Adverse Change .

(a) The Parent has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, equity and cash flows (i) as of and for the fiscal year ended December 31, 2017 reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2018 certified by its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Group as of such dates and for such periods in accordance with GAAP or IFRS, as applicable, subject to normal year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

(b) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since December 31, 2017.

Section 3.05 Properties .

(a) Each of the Loan Parties and each Group member has good and indefeasible title to, or valid leasehold interests in, all of its real and personal property, (i) free of all Liens other than those permitted by Section 6.02 and (ii) except for minor irregularities or deficiencies in title that, individually or in the aggregate, do not materially interfere with any Loan Party’s ability to conduct its business as currently conducted or to utilize such property for its intended purpose.

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(b) Each Loan Party and each Group member owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property necessary to its business as currently conducted, and the use thereof by each Loan Party does not infringe in any material respect upon the rights of any other Person, and each Loan Party’s and each Group member’s rights thereto are not subject to any licensing agreement or similar arrangement.

Section 3.06 Litigation and Environmental Matters .

(a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the Knowledge of any Loan Party, threatened against or affecting any Loan Party or any Group member (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve any Loan Document or the Transactions.

(b) Except for the Disclosed Matters (i) no Group member has received written notice of any claim with respect to any material Environmental Liability, (ii) Knows of any basis for any Environmental Liability that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect and (iii) except with respect to any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any other Group member (A) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (B) has become subject to any Environmental Liability, or (C) has received written notice of any claim with respect to any Environmental Liability.

Section 3.07 Compliance with Laws and Agreements; No Default . Except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, each Loan Party and each Group Member is in compliance with (a) all Requirement of Law applicable to it or its property and (b) all indentures, agreements and other instruments binding upon it or its property. No Default has occurred and is continuing.

Section 3.08 Investment Company Status . No Loan Party or a Group Member is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

Section 3.09 Taxes . Each Loan Party and each Group member has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such Loan Party or such Group member, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not be expected to result in a Material Adverse Effect. Other than Permitted Encumbrances, no tax liens have been filed. Any fiscal unity ( fiscale eenheid ) for Dutch corporate income tax ( vennootschapsbelasting ) or Dutch value added tax ( omzetbelasting ) purposes, if any, consists of Dutch Loan Parties only. Each of the Dutch Loan Parties is resident for tax purposes only in its jurisdiction of incorporation.

Section 3.10 ERISA . No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect. To the extent applicable, the present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Accounting Standards Codification Topic 715-30 or subsequent recodification thereof, as applicable) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market

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value of the assets of such Plan by an amount that would reasonably be expected to result in a Material Adverse Effect, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Accounting Standards Codification Topic 715-30 or subsequent recodification thereof, as applicable) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount that would reasonably be expected to result in a Material Adverse Effect.

Section 3.11 Disclosure .

(a) The Loan Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which any Loan Party or Group member is subject, and all other matters known to it, that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other written information furnished by or on behalf of any Loan Party, other than projections and information of a general economic or industry nature, taken as a whole, to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered and, if such projected financial information was delivered prior to the Effective Date, as of the Effective Date (it being understood that such projections are not to be viewed as facts and that no assurance can be given that such projections will be realized, that actual results may differ significantly from projected results and that such projections are not a guarantee of performance).

(b) As of the Effective Date, to the best knowledge of the Borrower, the information included in the Beneficial Ownership Certification provided on or prior to the Effective Date to any Lender in connection with this Agreement is true and correct in all respects.

Section 3.12 Solvency .

(a) Immediately after the consummation of the Transactions, (i) the fair value of the assets (for avoidance of doubt, calculated to include goodwill and other intangibles) of the Loan Parties on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, subordinated, contingent or otherwise of the Loan Parties on a consolidated basis; (ii) the present fair saleable value of the property of the Loan Parties on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the debts and other liabilities, subordinated, contingent or otherwise of the Loan Parties on a consolidated basis, as such debts and other liabilities become absolute and matured; (iii) the Loan Parties on a consolidated basis will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Loan Parties on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted after the Effective Date.

(b) The Loan Parties do not intend to, nor will they permit any Group member to, and the Loan Parties are not of the belief that the Group members, on a consolidated basis, will, incur debts beyond their ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by the Group members, on a consolidated basis, and the timing of the amounts of cash to be payable on or in respect of their Indebtedness on a consolidated basis.

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Section 3.13 Insurance . Schedule 3.13 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and their Subsidiaries as of the Effective Date. As of the Effective Date, all premiums in respect of such insurance have been paid to the extent due and payable. Each Borrower maintains, and has caused each Group member to maintain, with financially sound and reputable insurance companies, insurance on their real and personal property in such amounts, subject to such deductibles and self-insurance retentions and covering such properties and risks as are adequate and customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.

Section 3.14 Capitalization and Subsidiaries . As of the Effective Date, Schedule 3.14 sets forth (a) a correct and complete list of the name and relationship to the Parent and each of the Parent’s Subsidiaries, (b) a true and complete listing of each class of each of the Borrower’s authorized Equity Interests, all of which issued Equity Interests are validly issued, outstanding, fully paid and non-assessable (to the extent such concepts are relevant with respect to such ownership interests), and owned beneficially and of record by the Persons identified on Schedule 3.14 , and (c) the type of entity of the Parent and each of its Subsidiaries.

Section 3.15 Security Interest in Collateral . The provisions of the Collateral Documents create legal and valid Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and when financing statements are filed in the offices specified in the U.S. Security Agreement and such other actions are taken as required by applicable law, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party, and having priority over all other Liens on the Collateral except (a) in the case of Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreement and (b) in the case of Liens perfected only by possession or control (including possession of any certificate of title), to the extent the Administrative Agent has not obtained or does not maintain possession or control of such Collateral, in each case, subject to applicable Debtor Relief Laws 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.

Section 3.16 Employment Matters . As of the Effective Date, there are no strikes, lockouts or slowdowns against any Loan Party pending or, to the Knowledge of any Loan Party, threatened. The hours worked by and payments made to employees of the Loan Parties and the other Group members have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters. All payments due from any Loan Party or any other Group member, or for which any claim may be made against any Loan Party or any other Group member, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of such Loan Party or such Group member.

Section 3.17 Federal Reserve Regulations . No part of the proceeds of any Loan or Letter of Credit has been used or will be used, whether directly or indirectly, for any purpose that violates Regulations T, U and X.

Section 3.18 Use of Proceeds . The proceeds of the Loans have been used and will be used, whether directly or indirectly as set forth in Section 5.08 .

Section 3.19 No Burdensome Restrictions . No Loan Party is subject to any Burdensome Restrictions except Burdensome Restrictions permitted under Section 6.10 .

Section 3.20 Anti-Corruption Laws and Sanctions . Each Loan Party has implemented and maintains in effect policies and procedures designed to ensure compliance by such Loan Party, the other Group members and their respective directors, officers, employees and agents with Anti-Corruption Laws and with applicable

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Sanctions, and such Loan Party, the other Group members and their respective officers and directors are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) any Loan Party, any other Group member or, to the Knowledge of any such Loan Party, any of their respective directors, officers or employees, or (b) to the Knowledge of any such Loan Party, any agent of such Loan Party that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds, Transaction or other transaction contemplated by this Agreement or the other Loan Documents will be used directly (or knowingly indirectly) in a manner that will violate Anti-Corruption Laws or, in any material respect, applicable Sanctions.

Section 3.21 Affiliate Transactions . Except as set forth on Schedule 3.21 , as of the date of this Agreement, there are no existing or proposed agreements, arrangements, understandings or transactions between any Loan Party and any of the officers, members, managers, directors, stockholders, parents, holders of other Equity Interests or Affiliates (other than Subsidiaries) of any Loan Party or, to the Knowledge of such Loan Party, any members of their respective (or immediate families (but excluding compensation or option agreements with employees, officers, members, managers, or directors), in each case, with a monetary value in excess of $1,000,000.

Section 3.22 Common Enterprise . The successful operation and condition of each of the Loan Parties is dependent on the continued successful performance of the functions of the group of the Loan Parties as a whole. Each Loan Party expects to derive benefit (and its board of directors or other governing body has determined that it may reasonably be expected to derive benefit), directly and indirectly, from (a) successful operations of each of the other Loan Parties as a whole and (b) the credit extended by the Lenders to the Borrowers hereunder, both in their separate capacities and as members of the group of companies. Each Loan Party has determined that execution, delivery, and performance of this Agreement and any other Loan Documents to be executed by such Loan Party is within its purpose, in furtherance of its direct and/or indirect business interests, will be of direct and/or indirect benefit to such Loan Party, and is in its best interest.

Section 3.23 EEA Financial Institutions . No Loan Party is an EEA Financial Institution.

Section 3.24 Qualified Eligible Contract Participant . As of the date of this Agreement, each Loan Party is a Qualified ECP Guarantor.

Section 3.25 Material Agreements . No Loan Party is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (i) any material agreement to which it is a party or (ii) any agreement or instrument evidencing or governing Indebtedness, except in each case of the foregoing clauses (i) and (ii) , that would not be reasonably expected to result in a Material Adverse Effect.

ARTICLE IV

CONDITIONS

Section 4.01 Effective Date . The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02 ):

(a) Credit Agreement and Other Loan Documents . The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, (ii) either (A) a counterpart of each other Loan

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Document signed on behalf of each party thereto or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page thereof) that each such party has signed a counterpart of such Loan Document and (iii) such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with, and are customary for, the transactions contemplated by this Agreement and the other Loan Documents, including any promissory notes requested by a Lender pursuant to Section 2.11 payable to the order of each such requesting Lender and a written opinion of each of Vinson & Elkins LLP as the Loan Parties’ counsel with respect to New York law and certain U.S. matters, Van Campen Liem as the Dutch counsel for the Foreign Loan Parties’ with respect to capacity, enforceability and other Dutch law matters, addressed to the Administrative Agent, the Issuing Bank and the Lenders, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(b) Financial Statements and Projections . The Lenders shall have received (i) audited consolidated financial statements of the Parent for the fiscal year ended December 31, 2017, (ii) unaudited interim consolidated financial statements of the Parent for the fiscal quarter ended June 30, 2018 and for any fiscal quarter ended after June 30, 2018 as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Parent, as reflected in the audited, consolidated financial statements for the fiscal quarter ended June 30, 2018 and (iii) reasonably satisfactory quarterly projections for each Borrower’s fiscal year ending December 31, 2018, and annual projections for each of the Borrower’s fiscal years thereafter, through and including each Borrower’s fiscal year ending December 31, 2022.

(c) Officer’s Certificates; Organizational Documents; Certificate of Incorporation; Good Standing Certificates . The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary, Assistant Secretary, or, with respect to a Dutch Loan Party (other than Parent), a managing director or any other person who is authorized to represent such Loan Party or other Responsible Officer, which shall (A) certify the resolutions of its board of directors, board of managers, shareholders, members, partners or other governing body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party and, in the case of each of the Borrower Representative and the Parent, its Financial Officers, and (C) contain, as attachments, the certificate or articles of incorporation or organization of such Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party (to the extent applicable) and a true and correct copy of its by-laws or operating, management or partnership agreement, or other organizational or governing documents and with respect to a Dutch Loan Party an up-to-date extract from the Dutch trade register, and (ii) a good standing certificate, as of a recent date, for such Loan Party from its jurisdiction of organization or the substantive equivalent available in the jurisdiction of organization for such Loan Party from the appropriate governmental officer in such jurisdiction (to the extent applicable).

(d) Works Council . In respect of any Dutch Loan Party, a written confirmation by the management board of such Loan Party that no works council ( ondernemingsraad ) or central or group works council (centrale of groeps ondernemingsraad) within the meaning of the Works Councils Act of the Netherlands (Wet op de ondernemingsraden) having jurisdiction over such Loan Party has been installed and no works council will be installed in the foreseeable future.

(e) Closing Certificate . The Administrative Agent shall have received a certificate, signed by a Financial Officer of the Borrower Representative, dated as of the Effective Date (i) stating that no Default has occurred and is continuing, (ii) stating that the representations and warranties contained in

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the Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such date with the same effect, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were true and accurate on and as of such earlier date), and (iii) stating that Availability for the Borrowers is equal to or greater than $35,000,000 after giving effect to all Borrowings to be made on the Effective Date, the issuance of any Letters of Credit on the Effective Date, the consummation of the Transactions and the payment of all fees and expenses due hereunder and with any of the Loan Parties’ indebtedness, liabilities, and obligations current.

(f) Fees . The Lenders, the Lead Arranger and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel) at least two (2) Business Days before the Effective Date, on or before the Effective Date. All such amounts may be paid with proceeds of Loans made on the Effective Date, in which case they will be reflected in the funding instructions given by the Borrower Representative to the Administrative Agent on or before the Effective Date.

(g) Lien Searches . The Administrative Agent shall have received the results of a recent lien search in each jurisdiction where the Loan Parties are organized (to the extent applicable) and where the assets of the Loan Parties are located, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Effective Date pursuant to a pay-off letter or other documentation reasonably satisfactory to the Administrative Agent.

(h) No Indebtedness . The Administrative Agent shall have received reasonably satisfactory pay-off letters or other evidence with respect to all existing Indebtedness required to be repaid from the proceeds of the initial Borrowing, if any, confirming that all Liens, if any, upon any of the property of the Loan Parties constituting Collateral will be terminated prior to or concurrently with the occurrence of the Effective Date. On the Effective Date, after giving effect to the transactions contemplated hereby, neither the Borrowers nor any other Group members shall have any Indebtedness for borrowed money other than pursuant to this Agreement or any other Loan Document as permitted herein.

(i) Funding Account . The Administrative Agent shall have received a notice setting forth the Deposit Accounts of the Borrowers (the “ Funding Account ”) to which the Administrative Agent is authorized by the Borrowers to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement.

(j) Solvency . The Administrative Agent shall have received a solvency certificate of the Borrower Representative signed by a Financial Officer dated as of the Effective Date.

(k) Borrowing Base Certificate . The Administrative Agent shall have received a Borrowing Base Certificate which calculates the Borrowing Base of the Borrowers as of a date specified by the Administrative Agent prior to or on the Effective Date (with respect to the most recently ended month for which at least twenty (20) Business Days have passed since the last calendar day of such month) with customary supporting schedules and documentation.

(l) Pledged Equity Interests; Stock Powers; Pledged Notes . The Administrative Agent shall have received (i) the certificates (if any) representing the Equity Interests of the Borrowers pledged pursuant to the relevant U.S. Security Agreement, together with an undated stock power or membership power, as applicable, for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, (ii) each promissory note (if any) required to be pledged to the Administrative Agent pursuant to the U.S. Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer

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form in blank) by the pledgor thereof, in accordance with and subject to the limits in Section 5.13 and pursuant to the other terms and conditions of the Loan Documents, and (iii) evidence that the Equity Interests of Frank's International GP, LLC shall be subject to a first priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in accordance with and subject to the limits in Section 5.13 and pursuant to the other terms and conditions of the Loan Documents.

(m) Filings, Registrations and Recordings . Each document (including any Uniform Commercial Code financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, to the extent and with the priority required by the Loan Documents, shall have been delivered to the Administrative Agent and be in proper form for filing, registration or recordation.

(n) Insurance . The Administrative Agent shall have received customary evidence of insurance coverage and all other customary documents as reasonably requested by the Administrative Agent in relation thereto, in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 5.10 hereof and Section 4.12 of the U.S. Security Agreement.

(o) Letter of Credit Application . If a Letter of Credit is requested to be issued on the Effective Date, the Administrative Agent shall have received a properly completed letter of credit application (whether standalone or pursuant to a master agreement, as applicable). The applicable Borrowers shall have executed the Issuing Bank’s master agreement for the issuance of commercial Letters of Credit, if applicable.

(p) Corporate Structure . The corporate structure, capital structure and other debt instruments, material accounts and governing documents of the Loan Parties and their Affiliates shall be reasonably acceptable to the Administrative Agent.

(q) Field Examination . The Administrative Agent or its designee shall have conducted a field examination of the Loan Parties’ Accounts, Inventory and such other information or materials as the Administrative Agent shall include within the scope of such field examination and audit, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent in its sole discretion.

(r) Due Diligence . The Administrative Agent and its counsel shall have completed all business due diligence, the results of which shall be satisfactory to Administrative Agent in its sole discretion.

(s) Appraisal(s) . The Administrative Agent shall have received an appraisal of the applicable Loan Parties’ Inventory from one or more firms reasonably satisfactory to the Administrative Agent, which appraisal shall be reasonably satisfactory to the Administrative Agent.

(t) USA PATRIOT Act, Etc.; Beneficial Ownership Certification . (i) The Administrative Agent shall have received, at least five days prior to the Effective Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least 10 days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 days

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prior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied.

(u) Other Documents . The Administrative Agent shall have received such other documents as the Administrative Agent its counsel may have reasonably requested.

The Administrative Agent shall notify the Borrowers, the Lenders and the Issuing Bank of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02 ) at or prior to 2:00 p.m., Houston time, on November 16, 2018 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Section 4.02 Each Credit Event . The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:

(a) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects).

(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing, and (ii) no Protective Advance shall be outstanding.

(c) After giving effect to any Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero.

(d) To the extent that the applicable Borrowing on a pro form basis would result in Availability less than the greater of $12.5 million and 15% of the lesser of the Borrowing Base and the Aggregate Commitment, the Borrowers shall have a pro forma Fixed Charge Coverage Ratio of not less than 1.0 to 1.0.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a) , (b) , and (c) of this Section.

Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

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ARTICLE V

AFFIRMATIVE COVENANTS

Until all of the Secured Obligations have been Paid in Full, each Loan Party executing this Agreement covenants and agrees, jointly and severally with all of the other Loan Parties, with the Lenders that:

Section 5.01 Financial Statements; Borrowing Base and Other Information . The Borrowers will furnish to the Administrative Agent and each Lender:

(a) within ninety (90) days after the end of each fiscal year of the Parent, its audited consolidated balance sheet and related statements of operations, owners’ equity and cash flows as of the end of and for such fiscal year, setting forth in each case (i) in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or another independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Group on a consolidated basis and (ii) a detailed reconciliation, reflecting such financial information for the Loan Parties, on the one hand, and the Group (together with the detailed financial information for the Excluded Subsidiaries), on the other hand, reflecting adjustments necessary to eliminate the accounts of the Excluded Subsidiaries and entities that are not Loan Parties from such consolidated financial statements, all in accordance with GAAP consistently applied, accompanied by any management letter prepared by said accountants;

(b) within forty-five (45) days after the end of each fiscal quarter of the Parent, its consolidated balance sheet and related statements of operations, owners’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of such fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer of the Borrower Representative as presenting fairly in all material respects the financial condition and results of operations of the Group on a consolidated basis in accordance with GAAP consistently applied, subject to normal yearend audit adjustments and the absence of footnotes;

(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial Officer of the Borrower Representative in substantially the form of Exhibit D (i) certifying, in the case of the financial statements delivered under clause (a) or (b) above, as presenting fairly in all material respects the financial condition and results of operations of the Group on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) certifying as to whether a Default has occurred and is continuing, and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.12 , if applicable, (iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements most recently delivered pursuant to clause (a) above and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate and (v) certifying that the Borrowers are in compliance (calculated on a twelve month trailing basis) with the Minimum Guarantor Coverage Requirement in Section 5.13(d) ;

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(d) within sixty (60) days after the end of each fiscal year of the Parent, but in any event no more than thirty (30) days prior to the end of the previous fiscal year of the Parent, a copy of the plan and forecast (including a projected consolidated and consolidating balance sheet, income statement and cash flow statement) of the Parent for each fiscal quarter of the upcoming fiscal year (the “ Projections ”) in form reasonably satisfactory to the Administrative Agent;

(e) within twenty (20) days of the end of each calendar month, and at such other times as may be necessary to re-determine Availability or as may be requested by the Administrative Agent in its Permitted Discretion, as of the period then ended, a Borrowing Base Certificate and supporting information in connection therewith together with any additional reports with respect to the Borrowing Base as the Administrative Agent may reasonably request; provided that with respect to monthly Borrowing Base Certificates for the first six (6) months following the Closing Date, such certificates shall be permitted to be delivered within twenty-five (25) days of the end of each month; provided further that, at any time an Activation Period exists, a Borrowing Base Certificate shall be delivered weekly within three (3) Business Days after the end of each calendar week;

(f) as soon as available but in any event within twenty (20) days of the end of each calendar month, and at such other times as may be requested by the Administrative Agent in its Permitted Discretion, as of the period then ended, all delivered electronically in a text formatted file reasonably acceptable to the Administrative Agent:

(i) a detailed aging of the Loan Parties’ Accounts, including all invoices aged by invoice date and due date (with an explanation of the terms offered), prepared in a manner reasonably acceptable to the Administrative Agent, together with a summary specifying the name, address, and balance due for each Account Debtor;

(ii) a schedule detailing the Loan Parties’ Inventory, in form reasonably satisfactory to the Administrative Agent, (A) by location (showing Inventory in transit and any Inventory located with a third party under any consignment, bailee arrangement or warehouse agreement), by class (raw material, work-in-process and finished goods), by product type, and by volume on hand, which Inventory shall be valued at the lower of cost (determined on a first-in, first-out basis) or market and adjusted for Reserves as the Administrative Agent has previously indicated to the Borrower Representative that are deemed by the Administrative Agent to be appropriate, and (B) including a report of any variances or other results of Inventory counts performed by the Loan Parties since the last Inventory schedule (including information regarding sales or other reductions, additions, returns, credits issued by the Loan Parties and claims made against the Loan Parties with respect thereto); and

(iii) a worksheet of calculations prepared by the Borrowers to determine Eligible Accounts, Eligible Unbilled Accounts, and Eligible Inventory, such worksheets detailing the Accounts and Inventory excluded from Eligible Accounts and Eligible Inventory and the reason for such exclusion;

provided , that at any time an Activation Period exists, the Administrative Agent, in its sole discretion, may require delivery of the information required by this clause (f) weekly within three (3) Business Days after the end of each calendar week;

(g) within twenty-five (25) days of the end of each calendar month, as of the month then ended, a schedule and aging of the Borrower’s accounts payable, delivered electronically in a text formatted file reasonably acceptable to the Administrative Agent; provided , that at any time an Activation

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Period exists, the Administrative Agent, in its sole discretion, may require delivery of the information required by this clause (g) weekly within three (3) Business Days after the end of each calendar week;

(h) promptly upon the Administrative Agent’s reasonable written request:

(i) copies of invoices issued by the Loan Parties in connection with any Accounts, credit memos, shipping and delivery documents, and other information related thereto;

(ii) copies of purchase orders, invoices, and shipping and delivery documents in connection with any Inventory purchased by any Loan Party; and

(iii) for the calendar month most recently ended, the Borrower’s sales journal, cash receipts journal (identifying trade and non-trade cash receipts) and debit memo/credit memo journal;

(i) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any Loan Party or any other Group member with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, if applicable, or distributed by any Borrower to its shareholders generally, as the case may be;

(j) promptly after any request therefor by the Administrative Agent or any Lender, copies of (i) any documents described in Section 101(k)(1) of ERISA that any Borrower or any ERISA Affiliate may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that any Borrower or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if a Borrower or any ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents and notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; and

(k) promptly following any request therefor, such other information regarding the operations, material changes in ownership of Equity Interests, any change in the information provided in any Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in such certification, business affairs and financial condition of any Loan Party or any other Group member, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.

Documents required to be delivered pursuant to clauses (a) , (b) and (i) of this Section 5.01 may (but shall not be required to) be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which (i) a Borrower posts such documents, or provides a link thereto on its website on the Internet to which the Administrative Agent and each Lender has access (located at http:// http://franksinternational.com) or (ii) such documents are posted on the Internet website of the SEC (http://www.sec.gov) on the Borrower’s behalf; provided that: (i) the Borrower Representative shall deliver paper copies of such documents to the Administrative Agent if the Administrative Agent or any Lender is unable to access such link or posting and requests the Borrower Representative to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower Representative shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions ( i.e. , soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above.

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Section 5.02 Notices of Material Events . The Borrowers will furnish to the Administrative Agent prompt (but in any event within any time period that may be specified below) written notice of the following:

(a) the occurrence of any Default;

(b) receipt of any written notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Group member that (i) seeks monetary damages, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party or any Subsidiary, (v) alleges the material violation of, or seeks to impose remedies under, any Environmental Law or related Requirement of Law, or seeks to impose any material Environmental Liability, (vi) asserts liability on the part of any Loan Party or any other Group member in respect of any tax, fee, assessment, or other governmental charge, or (vii) involves any recall of a product manufactured or sold by a Loan Party, in each case of the foregoing clauses (i) - (vii) would reasonably be expected to have a Material Adverse Effect;

(d) any loss, damage, or destruction to the Collateral in the amount of $5,000,000 or more, whether or not covered by insurance;

(e) within five (5) Business Days of receipt thereof, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located;

(f) all material amendments to or terminations of any Material Indebtedness, if any, together with a copy of each such amendment or termination;

(g) within two (2) Business Days after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment thereto, together with copies of all agreements evidencing such Swap Agreement or amendment;

(h) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in liability of the Loan Parties and their Subsidiaries in an aggregate amount exceeding $5,000,000; and

(i) any other development that results, or would reasonably be expected to result, in a Material Adverse Effect.

Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto as of the time of such notice.

Section 5.03 Existence; Conduct of Business . Each Loan Party will, and will cause each other Group member to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits material to the conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 .

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Section 5.04 Payment of Obligations . Each Loan Party will, and will cause each other Group member to, pay or discharge as the same shall become due and payable all (x) Taxes, (y) Material Indebtedness and (z) all other liabilities and obligations that would result in liabilities, in an aggregate amount under this clause (z) , exceeding $5,000,000, in each case for the preceding clauses (x) , (y) and (z) , before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) such Loan Party or Group member has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would not reasonably be expected to result in a Material Adverse Effect; provided , however , that each Loan Party will, and will cause each Subsidiary to, remit withholding taxes and other payroll taxes to appropriate Governmental Authorities as and when claimed to be due, notwithstanding the foregoing exceptions.

Section 5.05 Maintenance of Properties . Each Loan Party will, and will cause each other Group member to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.

Section 5.06 Books and Records; Inspection Rights . Each Loan Party will, and will cause each other Group member to, (a) keep proper books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities and (b) permit any representatives designated by the Administrative Agent (including employees of the Administrative Agent or any consultants, accountants, lawyers, agents, and field examiners retained by the Administrative Agent), upon reasonable prior written notice, at reasonable times during normal business hours, to visit and inspect its properties, to conduct at such Loan Party’s premises field examinations of such Loan Party’s assets, liabilities, books and records, including examining and making extracts from its books and records, environmental assessment reports and Phase I environmental site assessments, and to discuss its affairs, finances and condition with its officers and independent accountants. No invasive soil or groundwater sampling shall be permitted unless a Phase I environmental site assessment recommends additional investigation and the applicable Loan Party consents in writing. The applicable Loan Party shall have the right to accompany any such representative designated by the Administrative Agent during any such inspection. Each Loan Party acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to such Loan Party’s assets for internal use by the Administrative Agent and the Lenders. If no Event of Default has occurred and is continuing, the Administrative Agent may conduct, at its discretion, and the Loan Parties shall be responsible for the costs of expenses of, one (1) field examination during any 12-month period, provided , that one (1) additional field examination (for the total of two (2) such field examinations during any 12-month period) may be conducted at any time after Availability falls below the greater of (i) $20,000,000 and (ii) 30% of the lesser of the Borrowing Base and the Aggregate Commitment; provided , further , that the Administrative Agent may conduct up to four (4) field examinations in any 12-month period while an Event of Default has occurred and is continuing and, in each case, the Loan Parties shall be responsible for the costs and expenses of any such field examinations conducted.

Section 5.07 Compliance with Laws and Material Contractual Obligations . Each Loan Party will, and will cause each other Group member to, (i) comply in all material respects with each Requirement of Law applicable to it or its property (including without limitation Environmental Laws, Anti-Corruption Laws and Sanctions) and (ii) perform in all material respects its obligations under material agreements to which it is a party, except, in each case of the foregoing clauses (i) and (ii) , where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. Each Loan Party will maintain in effect and enforce policies and procedures designed to ensure compliance in all material

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respects by such Loan Party, its Subsidiaries and their respective directors and officers with Anti-Corruption Laws and applicable Sanctions.

Section 5.08 Use of Proceeds .

(a) The proceeds of the Loans and the Letters of Credit will be used only to finance expenses incurred in connection with the Transactions and for the working capital needs, capital expenditures and other general corporate purposes of the Loan Parties and the other Group members in the ordinary course of business, including, without limitation, to finance Permitted Acquisitions and expenses incurred in connection therewith. No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that violates Regulations T, U and X.

(b) No Borrower will request any Borrowing or Letter of Credit, and no Borrower shall use, and each Borrower shall procure that its Subsidiaries and its and their respective directors and officers shall not use, the proceeds of any Borrowing or Letter of Credit (a) 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, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent that such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or the European Union, or (c) in any manner that would result in the violation of any Sanctions in any material respect applicable to any party hereto.

Section 5.09 Accuracy of Information . The Loan Parties will ensure that any information, including financial statements or other documents, furnished to the Administrative Agent or the Lenders in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder contains no material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the furnishing of such information shall be deemed to be a representation and warranty by the Borrowers on the date thereof as to the matters specified in this Section 5.09 ; provided that, with respect to projected financial information, the Loan Parties will only ensure that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

Section 5.10 Insurance . Each Loan Party will, and will cause each other Group member to, maintain with financially sound and reputable carriers insurance in such amounts (with no greater risk retention) and against such risks and such other hazards, as is customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. The Borrowers will furnish to the Lenders, upon written request of the Administrative Agent, information in reasonable detail as to the insurance so maintained.

Section 5.11 Appraisals . At any time that the Administrative Agent requests, each Loan Party will, and will cause each other Group member to, provide the Administrative Agent with appraisals or updates thereof of its Inventory from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. If no Event of Default has occurred and is continuing, the Loan Parties shall be responsible for the costs of expenses of no more than one (1)

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Inventory appraisal during any 12-month period, provided , that one (1) additional Inventory appraisal (for the total of two (2) such Inventory appraisals during any 12-month period) may be conducted at any time after Availability falls below the greater of (i) $20,000,000 and (ii) 30% of the lesser of the Borrowing Base and the Aggregate Commitment. Additionally, the Administrative Agent may conduct up to four (4) appraisals in any 12-month period while an Event of Default has occurred and is continuing and, in each case, the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted.

Section 5.12 Depository Banks . As of the sixtieth (60 ^th ) day following the Effective Date (or such later date as the Administrative Agent may agree in its sole discretion) and at all times thereafter, each of the U.S. Loan Parties and each of their Domestic Subsidiaries will maintain a Lender as its principal depository bank in the United States, including for the maintenance of operating, administrative, cash management, collection activity and other Deposit Accounts for the conduct of its business. For the avoidance of doubt, nothing herein shall prohibit the Loan Parties or any of their respective Subsidiaries from maintaining any Excluded Deposit Account with a depository bank other than the Administrative Agent.

Section 5.13 Additional Collateral; Further Assurances .

(a) Subject to Section 5.13(b) , each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries (other than any Excluded Domestic Subsidiary and any Excluded Subsidiary pursuant to clause (b) of the definition thereof) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Domestic Subsidiary that is a FSHCO (other than any Excluded Subsidiary pursuant to clause (b) of the definition thereof) and each Foreign Subsidiary that is a First-Tier Foreign Subsidiary (other than any Excluded Subsidiary pursuant to clause (b) of the definition thereof), to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request; provided that, each Foreign Loan Party will cause 100% of the issued and outstanding Equity Interests of each of its direct Foreign Subsidiaries to become subject to a first priority, perfected Lien in favor of the Administrative Agent to the extent sufficient to comply with Section 5.13(b) .

(b) Notwithstanding the foregoing clauses of this Section 5.13 , if as of the last day of any fiscal quarter of the Parent, the aggregate EBITDA of all Loan Parties represents less than 95% of the consolidated EBITDA of the Parent and its subsidiaries (excluding, for this purpose, any Person which has negative EBITDA), then the Loan Parties shall, no later than ten (10) Business Days after the date on which financial statements for such fiscal quarter are required to be delivered pursuant to Section 5.01(b) , cause (x) additional Subsidiaries to become Loan Guarantors in accordance with Section 5.13(d)(i) such that the Loan Parties are in compliance with the provisions of Section 5.13(d)(ii) and/or (y) the Equity Interests in additional Subsidiaries to become subject to a first priority, perfected Lien in favor of the Administrative Agent in accordance with and subject to the requirements in Section 5.13(d) , to the extent necessary for the aggregate EBITDA of the Persons within the Group that neither (A) are Loan Guarantors nor (B) whose Equity Interests are not pledged as Collateral in favor of the Administrative Agent to account for less than 5% of consolidated EBITDA of the Parent and its subsidiaries; provided that EBITDA for all purposes under this Section 5.13(a) shall be calculated for the most recently ended period of four (4) consecutive fiscal quarters of the Parent. At all times, none of the Borrowers, the partners of FICV (Frank’s International Management B.V., Frank’s International LP B.V. and Frank’s International Partners B.V.), Frank’s International, LP, Frank’s International GP, LLC, Blackhawk Intermediate Holdings, LLC, Blackhawk Specialty Tools, LLC and/or Trinity Tool Rentals, L.L.C. shall be treated as an Excluded Subsidiary.

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(c) Without limiting the foregoing, each Loan Party will, and will cause each other Group member to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements and other documents and such other actions or deliveries of the type required by Section 4.01 , as applicable), which may be required by any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. Notwithstanding the foregoing, it is agreed and understood that: (i) the Foreign Loan Parties shall not be required to take any actions to perfect security interests in any of their assets outside of the United States other than (A) the pledges of certain Equity Interests specifically granted pursuant to the Collateral Documents or (B) to the extent that the burdens, costs or consequences of carrying out such actions with respect to assets of the Foreign Loan Parties are not deemed to be excessive in view of the benefits to be obtained by the Secured Parties (as so determined by the Administrative Agent); provided , that with respect to perfection of security interests in the Collateral of the Foreign Loan Parties under U.S. law where applicable, such Foreign Loan Parties shall only be required to authorize the filing of UCC-1 financing statements in the Office of the Recorder of Deeds of the District of Columbia naming such Foreign Loan Party as a debtor thereunder; and (ii) the Loan Parties shall not be required to take any additional actions outside the United States to perfect security interests in any Collateral other than: (A) the pledges of certain Equity Interests specifically granted pursuant to the Collateral Documents or (B) to the extent that the burdens, costs or consequences of carrying out such actions with respect to assets of the Loan Parties are not deemed to be excessive in view of the benefits to be obtained by the Secured Parties (as so determined by the Administrative Agent.

(d) The Borrowers shall ensure and procure that:

(i) each Significant Domestic Subsidiary (other than any Excluded Domestic Subsidiary) formed or acquired after the date of this Agreement will accede as a Loan Party by executing and delivering to the Administrative Agent a Joinder Agreement within thirty (30) days (or such later date as the Administrative Agent may agree to in its reasonable discretion) of such formation or acquisition. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, owned by any Loan Party; and

(ii) such Persons, designated by the Borrowers, within the Group as are required to ensure that the aggregate EBITDA of all Loan Guarantors and all Persons in which the total Equity Interests of such Person have been pledged as Collateral in favor of the Administrative Agent represents not less than 95% of the consolidated EBITDA (ignoring, for this purpose, any entity which has negative EBITDA) of the Parent and its subsidiaries at any time (the “ Minimum Guarantor Coverage Requirement ”) shall accede to the Credit Agreement as additional Loan Guarantors and/or have their Equity Interests pledged as Collateral in favor of the Administrative Agent to the extent needed to maintain compliance with this Section 5.13(d)(ii) and grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, owned by any Loan Party.

(e) If any material assets (excluding any Excluded Assets) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the U.S. Security Agreement

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that become subject to the Lien under the U.S. Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Administrative Agent and the Lenders thereof, and, if reasonably requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (a) of this Section, all at the expense of the Loan Parties.

(f) If, after the Effective Date, a Loan Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Loan Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Borrower Representative shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 5.01(e) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Loan Party in connection therewith.

Section 5.14 Post-Closing Obligation – Control Agreements .

(a) With respect to all Deposit Accounts, Securities Accounts or Commodity Accounts of any U.S. Loan Party, other than any Excluded Deposit Accounts, within sixty (60) days following the Effective Date (or such later date as the Administrative Agent may agree in its sole discretion), such applicable U.S. Loan Parties will either (a) close such account, provide evidence of such closure reasonably satisfactory to the Administrative Agent, and transfer the remaining balance of such account, if any, to an account that is subject to a Deposit Account Control Agreement, or (b) provide to the Administrative Agent a Deposit Account Control Agreement, Securities Account Control Agreement or Commodity Account Control Agreement, as applicable, for such account in accordance with Section 4.13 of the U.S. Security Agreement.

(b) The Borrowers’ failure to comply with any requirement of this Section 5.14 on or before the dates specified in this Section 5.14 shall constitute an immediate Event of Default.

Section 5.15 Keepwell . Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 5.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.15 or otherwise under the Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 5.15 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 5.15 constitute, and this Section 5.15 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Section 5.16 Allocation of Tax Losses Dutch Fiscal Unity . If, at any time, a Dutch Loan Party is part of a fiscal unity ( fiscale eenheid ) for Dutch corporate income tax ( vennootschapsbelasting ) purposes and such fiscal unity is, in respect of such Dutch Loan Party, terminated ( verbroken ) or disrupted ( beëindigd ) as a

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result of or in connection with the Administrative Agent enforcing its rights under any Collateral Document, such Dutch Loan Party shall, at the request of the Administrative Agent, together with the parent company ( moedermaatschappij ) or deemed parent company ( aangewezen moedermaatschappij ) of that fiscal unity, for no consideration and as soon as reasonably practicable, lodge a request with the relevant Governmental Authority to allocate and surrender any tax losses as referred to in Article 20 of the Dutch Corporate Income Tax Act ( Wet op de vennootschapsbelasting 1969 ) to the Dutch Loan Party leaving the fiscal unity (within the meaning of Article 15af of the Dutch Corporate Income Tax Act) to the extent that such tax losses are attributable ( toerekenbaar ) to the Dutch Loan Party leaving the fiscal unity.

ARTICLE VI

NEGATIVE COVENANTS

Section 6.01 Indebtedness . No Loan Party will, nor will it permit any other Group member to, create, incur, assume or suffer to exist any Indebtedness, except:

(a) the Secured Obligations;

(b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings and replacements of any such Indebtedness in accordance with clause (f) hereof;

(d) Indebtedness of any Borrower to any Subsidiary and of any Subsidiary to any Borrower or any other Subsidiary, provided that (i) Indebtedness of any Subsidiary that is not a Loan Party to any Borrower or any other Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of any Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent;

(e) Guarantees by any Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of any Borrower or any other Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01 , (ii) Guarantees by any Borrower or any other Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (e) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations;

(f) Indebtedness which represents extensions, renewals, refinancing or replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “ Refinance Indebtedness ”) of any of the Indebtedness described in clauses (b) and (h) hereof (such Indebtedness being referred to herein as the “ Original Indebtedness ”); provided that (i) such Refinance Indebtedness does not increase the principal amount of the Original Indebtedness, (ii) such Refinance Indebtedness does not increase the interest rate of the Original Indebtedness, except as necessary to reflect market terms and conditions at the time of the incurrence or issuance of such Refinance Indebtedness (as reasonably determined by the Borrower Representative in good faith) (iii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or any Subsidiary that did not

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already secure the Original Indebtedness, (iv) no Loan Party or any Subsidiary that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (v) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (vi) the terms of such Refinance Indebtedness other than fees, premiums, and interest are not materially less favorable, taken as a whole, to the obligor thereunder than the original terms of such Original Indebtedness (as reasonably determined by the Borrower Representative in good faith and with respect to which a certificate of a Responsible Officer is delivered to the Administrative Agent) and (vii) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of such Refinance Indebtedness must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to such Original Indebtedness or are otherwise reasonably acceptable to the Administrative Agent;

(g) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business;

(h) Capital Lease Obligations and purchase money indebtedness not to exceed $25,000,000 in the aggregate at any time;

(i) Swap Agreement Obligations permitted by Section 6.07 ;

(j) Indebtedness of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; and

(k) other Indebtedness in an aggregate principal amount not to exceed $5,000,0000 outstanding at any time.

Section 6.02 Liens . No Loan Party will, nor will it permit any other Group member to, create, incur, assume or permit to exist any Lien on any property or asset (including, for the avoidance of doubt, all (i) real property and (ii) patents, copyrights, trademarks or licenses) now owned or hereafter acquired by it, or assign or sell any income or revenues (including Accounts) or rights in respect of any thereof, except:

(a) Liens created pursuant to any Loan Document;

(b) Permitted Encumbrances;

(c) any Lien on any property or asset of any Borrower or any other Group member existing on the date hereof and set forth in Schedule 6.02 ; provided that (i) such Lien shall not apply to any other property or asset of such Borrower or other Group member or any other Borrower or other Group member and (ii) such Lien shall secure only those obligations which it secures on the date hereof, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(d) any Lien existing on any property or asset (other than Accounts and Inventory) prior to the acquisition thereof by any Borrower or any other Group member or existing on any property or asset (other than Accounts and Inventory) of any Person that becomes a Loan Party after the date hereof prior to the time such Person becomes a Loan Party; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Loan Party, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Loan Party and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a

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Loan Party, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(e) (i) Liens of a collecting bank arising in the ordinary course of business under Section 4208 of the UCC in effect in the relevant jurisdiction covering only the items being collected upon and (ii) banker’s Liens and customary contractual rights of setoff arising in the ordinary course of business with respect to funds and securities in accounts maintained by any Borrower or any other Group member with banks or other financial institutions and not given in connection with the incurrence of Indebtedness;

(f) Liens that secure Capital Lease Obligations and purchase money indebtedness permitted by Section 6.01(h) ; and

(g) Liens granted by a Group member that is not a Loan Party in favor of a Borrower or another Loan Party in respect of Indebtedness owed by such Group member;

(h) Liens on cash or Permitted Investments securing Indebtedness owing under Section 6.01(c) ; provided , that such Liens do not secure obligations in excess of 105% of the stated amount of such Indebtedness; and

(i) Liens securing other Indebtedness with an aggregate principal amount not to exceed $5,000,000 at any time outstanding.

Notwithstanding the foregoing, none of the Liens permitted pursuant to this Section 6.02 may at any time attach to (x) any Loan Party’s (A) Accounts, other than those permitted under clause (a) of the definition of Permitted Encumbrances and clause (a) above and (B) Inventory, other than those permitted under clauses (a) and (b) of the definition of Permitted Encumbrances and clause (a) above and (y) any Equity Interest of any Group member, other than those permitted under clauses (a) and (b) above.

Section 6.03 Fundamental Changes .

(a) No Loan Party will, nor will it permit any other Group member to, merge into, consolidate with, or consummate a Division as a Dividing Person with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Group member of any Borrower that is not a Loan Party may merge into (A) a Borrower in a transaction in which such Borrower is the surviving entity, (B) any Loan Party (other than the Borrowers) in a transaction in which the surviving entity is a Loan Party or (C) any other Group member that is not a Loan Party, (ii) any Loan Party (other than a Borrower) may merge into any other Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) any Subsidiary that is an LLC may consummate a Division as the Dividing Person if, immediately upon the consummation of the Division, the assets of the applicable Dividing Person are held by one or more Subsidiaries at such time, or, with respect to assets not so held by one or more Subsidiaries, such Division, in the aggregate, would otherwise result in a disposition permitted by Section 6.04(n), and (iv) any other Group member may liquidate or dissolve if the Borrower which owns such Group member determines in good faith that such liquidation or dissolution is in the best interests of such Borrower and is not materially disadvantageous to the Lenders (it being understood that in the case of any liquidation or dissolution of a Group Member that is a Loan Party, such Group member shall at or before the time of such liquidation or dissolution transfer all its assets to another Group Member that is a Loan Party); provided that any such merger involving a Person that is not a wholly owned Group member immediately prior to such merger shall not be permitted unless the acquisition of such Person is also permitted by Section 6.04(l) .

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(b) No Loan Party will, nor will it permit any other Group member to, engage to any material extent in any business other than businesses of the type conducted by the Group on the date hereof and businesses reasonably related thereto.

(c) No Loan Party will, nor will it permit any other Group member to, change its fiscal year from the basis in effect on the Effective Date.

(d) No Loan Party will change the accounting basis upon which its financial statements are prepared.

Section 6.04 Investments, Loans, Advances, Guarantees and Acquisitions . No Loan Party will, nor will it permit any other Group member to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with, or as a Division Successor pursuant to the Division of, any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger or Division) any evidence of Indebtedness or Equity Interests or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise) (in each case, an “ Investment ”), except:

(a) Permitted Investments;

(b) Investments in existence on the date hereof and described in Schedule 6.04 ;

(c) Investments (i) made by any Group member that is not a Loan Party in any Group member, (ii) made by any Foreign Loan Party in any Foreign Loan Party, and (iii) made by any U.S. Loan Party in any U.S. Loan Party;

(d) Investments by any Loan Party in the other Group members that are not Loan Parties; provided that:

(i) any Equity Interests held by a U.S. Loan Party shall be pledged pursuant to the U.S. Security Agreement (subject to the limitations on Equity Interests of a Foreign Subsidiary referred to in Section 5.13 as applicable to any U.S. Loan Party making such Investment) within thirty (30) days following such Investment;

(ii) the aggregate amount of Investments (A) by Foreign Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under Section 6.04(e) ) and (B) by U.S. Loan Parties in other Group members that are not U.S. Loan Parties shall (x) not exceed $5,000,000 in the aggregate at any time outstanding in each case determined at the time of making each such Investment and without regard to any write-downs or write-offs or (y) be subject to the satisfaction of the Payment Condition on a pro forma basis after giving effect thereto; and

(iii) (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the U.S. Security Agreement and (B) any Indebtedness resulting from an Investment made by a Group member that is not a Loan Party in a Loan Party shall be subordinated to the Obligations on terms acceptable to the Administrative Agent.

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(e) loans or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 in the aggregate at any one time outstanding;

(f) notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business;

(g) Investments in, or deemed to be made in, Account Debtors by virtue of extended payment terms granted in the ordinary course of business for some or all of such Account Debtor’s Accounts;

(h) Investments in the form of Swap Agreements permitted by Section 6.07 ;

(i) Investments of any Person existing at the time such Person becomes a Group member of a Borrower or consolidates or merges with a Borrower or any of the other Group members (in connection with a Permitted Acquisition) so long as such Investments were not made in contemplation of such Person becoming a Group member or of such merger;

(j) Investments received in connection with the disposition of assets permitted by Section 6.05 ;

(k) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”;

(l) Investments in Permitted Acquisitions, subject to the satisfaction of the Payment Condition on a pro forma basis after giving effect to such Investment;

(m) Investments in property, the payments for which constitute Capital Lease Obligations permitted by Section 6.01(i) ; and

(n) other Investments in an aggregate amount not to exceed $1,000,000 at any time.

Section 6.05 Asset Sales . No Loan Party will, nor will it permit any other Group member to, sell, transfer, lease or otherwise dispose of any asset (in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise), including any Equity Interest owned by it, nor will any Borrower issue or permit any other Group member to issue any additional Equity Interest in such Group member (other than to the Borrowers or another Group member in compliance with Section 6.04 ), except:

(a) sales, transfers and dispositions of (i) Inventory in the ordinary course of business and (ii) used, obsolete, worn out or surplus equipment or property in the ordinary course of business;

(b) sales, transfers and dispositions of assets to a Borrower or any other Group member, provided that any such sales, transfers or dispositions involving a Borrower that is not a U.S. Loan Party or a Group member that is not a U.S. Loan Party shall be made in compliance with Section 6.09 ; provided , further that compliance with Section 6.09(a)(i) shall not be required, subject to the satisfaction of the Payment Condition on a pro forma basis after giving effect to such sale, transfer or disposition;

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(d) sales, transfers and dispositions of Permitted Investments and other investments permitted by clause (h) of Section 6.04 ;

(e) Sale and Leaseback Transactions permitted by Section 6.06 ;

(f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any other Group member; and

(g) sales, transfers and other dispositions of assets (other than Equity Interests in a Group member unless all Equity Interests in such Group member are sold) that are not permitted by any other clause of this Section, provided that the aggregate net book value of all assets sold, transferred or otherwise disposed of in reliance upon this paragraph (i) shall not exceed $5,000,000 during any fiscal year of the Borrowers;

provided that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by paragraphs (b) , (c) and (f) above) shall be made for fair value and for at least 75% cash consideration.

Section 6.06 Sale and Leaseback Transactions . No Loan Party will, nor will it permit any Group member to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred (a “ Sale and Leaseback Transaction ”), except that Sale and Leaseback Transactions in an aggregate amount not to exceed $40,000,000 at any time shall be permitted with respect to the properties described on Schedule 6.06 .

Section 6.07 Swap Agreements . No Loan Party will, nor will it permit any other Group member to, enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which any Borrower or any Group member has actual exposure (other than those in respect of Equity Interests of any Borrower or any other Group members), and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of any Borrower or any Group member.

Section 6.08 Restricted Payments; Certain Payments of Indebtedness .

(a) No Loan Party will, nor will it permit any other Group member to, declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) a Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional shares of such preferred Equity Interests or in shares of its Equity Interests, (ii) Group members may declare and pay dividends ratably with respect to their Equity Interests and (iii) a Loan Party may make other Restricted Payments, including any Restricted Payment with respect to its preferred Equity Interests, so long as the Payment Condition is satisfied on a pro forma basis at the time such Restricted Payment is made and after giving effect to such payment.

(b) No Loan Party will, nor will it permit any other Group member to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution

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(whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except:

(i) payment of Indebtedness created under the Loan Documents;

(ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted under Section 6.01 , other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof;

(iii) refinancings of Indebtedness to the extent permitted by Section 6.01 ;

(iv) the conversion of any Indebtedness to Equity Interests of the Parent or any other Group members or any other direct or indirect parent of the Borrower or the repayment of Indebtedness with the proceeds of any contribution to, or the issuance or other sale of, Equity Interests (not constituting Disqualified Equity) of the Parent or any direct or indirect parent of the Parent;

(v) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05 ; and

(vi) voluntary prepayments of Indebtedness, so long as the Payment Condition is satisfied on a pro forma basis at the time such voluntary prepayment is made and after giving effect to such prepayment.

Section 6.09 Transactions with Affiliates . No Loan Party will, nor will it permit any other Group member to, sell, lease or otherwise transfer any property or assets (upon voluntary liquidation or by merger, consolidation, transfer of assets, or otherwise) to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except:

(a) transactions that (i) are in the ordinary course of business; and (ii) are at prices and on terms and conditions not materially less favorable to such Loan Party or such Group member than could be obtained on an arm’s-length basis from unrelated third parties;

(b) transactions between, or made to, any Borrower and any other Group member that is a Loan Party not involving any other Affiliate;

(d) any Indebtedness permitted under Section 6.01(c) ;

(e) any Restricted Payment permitted under Section 6.08 ;

(f) loans or advances to employees permitted under Section 6.04 ;

(g) the payment of reasonable fees to directors of the Parent who are not employees of the Parent, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Parent in the ordinary course of business;

(h) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, Equity Interest options and Equity

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Interest ownership plans approved by the Parent’s board of directors, board of managers or other governing body, as applicable; and

(i) the Sale and Leaseback Transactions permitted under Section 6.06 in an aggregate amount not to exceed $40,000,000 at any time.

Section 6.10 Restrictive Agreements . No Loan Party will, nor will it permit any other Group member to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party or any other Group member to create, incur or permit to exist any Lien upon any of its property or assets or (b) the ability of any Group member to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to any Borrower or any other Group member or to Guarantee Indebtedness of any Borrower or any other Group member; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Group member or assets pending such sale, provided that such restrictions and conditions apply only to the Group member or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Section 6.11 Amendment of Material Documents . No Loan Party will, nor will it permit any other Group member to, amend, modify or waive any of its rights under (a) any agreement relating to any Subordinated Indebtedness, or (b) its charter, articles or certificate of incorporation or organization, bylaws, operating, management or partnership agreement or other organizational or governing documents, in each case, to the extent any such amendment, modification or waiver would be materially adverse to the Lenders.

Section 6.12 Financial Covenant; Fixed Charge Coverage Ratio . When an Activation Period is in effect, the Borrowers shall not permit the Fixed Charge Coverage Ratio, as of the end of any fiscal quarter, to be less than 1.00 to 1.00, commencing with the fiscal quarter most recently ended prior to the commencement of such Activation Period for which financial statements have been delivered in accordance with Section 5.01(b) and for each fiscal quarter thereafter during which the Activation Period remains in effect.

Section 6.13 Dutch Fiscal Unity . Any fiscal unity ( fiscale eenheid ) for Dutch corporate income tax ( vennootschapsbelasting ) or Dutch value added tax ( omzetbelasting ) purposes, if any, shall consist of Dutch Loan Parties only.

ARTICLE VII

EVENTS OF DEFAULT

Section 7.01 Events of Default . If any of the following events (“ Events of Default ”) shall occur:

(a) the Borrowers shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

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(b) the Borrowers shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days;

(c) any representation or warranty made or deemed made by or on behalf of any Loan Party or any other Group member in, or in connection with, this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been materially incorrect (without duplication of any materiality qualifier therein) when made or deemed made; provided that, if (i) such Loan Party or other Group member was not aware that such representation or warranty was incorrect at the time such representation or warranty was made or deemed made, (ii) the fact, event or circumstance resulting in such incorrect representation or warranty is capable of being cured, corrected or otherwise remedied and (iii) such fact, event or circumstance resulting in such incorrect representation or warranty shall have been cured, corrected or otherwise remedied within thirty (30) days from the date a Responsible Officer of any Loan Party or other Group member obtains knowledge thereof (including, without limitation, upon notice by the Administrative Agent or any Lender), such incorrect representation or warranty shall not constitute a Default or an Event of Default for purposes of the Loan Documents;

(d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), Section 5.03 (solely with respect to a Loan Party’s existence), Section 5.08 , Section 5.14 , or in Article VI ;

(e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another clause of this Article), and such failure shall continue unremedied for a period of (i) five (5) Business Days after the earlier of any Loan Party’s Knowledge of such breach or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender) if such breach relates to terms or provisions of Section 5.01, Section 5.02 (other than Section 5.02(a) ), Section 5.04 , Section 5.07 , or Section 5.10 of this Agreement or (ii) thirty (30) days after the earlier of any Loan Party’s Knowledge of such breach or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender) if such breach relates to terms or provisions of any other Section of this Agreement, provided that, with respect to the foregoing clause (ii) , (A) if such failure does not involve the payment of money to any Person and is not susceptible to cure within such thirty (30)-day period, (B) such Person is proceeding with diligence and good faith to cure such failure and such failure is susceptible to cure, and (C) the existence of such failure has not had, and would not be reasonably expected to have, a Material Adverse Effect, such thirty (30)-day period may be extended in the Administrative Agent’s Permitted Discretion as may be necessary to cure such failure, such extended period not to exceed sixty (60) days in the aggregate (inclusive of the original thirty (30)-day period);

(f) any Loan Party or other Group member shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable (and after giving effect to any applicable grace periods);

(g) (i) any event or condition occurs that results in any Material Indebtedness (including any Indebtedness under any Swap Agreement) becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any

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Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by Section 6.05 or (ii) there occurs under any Swap Agreement an “Early Termination Date” (or similar term, as defined in such Swap Agreement) resulting from (A) an event of default under such Swap Agreement as to which a Loan Party or a Subsidiary is the defaulting party (or similar term, as defined in such Swap Agreement) or (B) any termination event (as prescribed in such Swap Contract) under such Swap Agreement (with or without the giving of notice, the lapse of time or both), and, in either event, the maximum aggregate payment owed by the applicable Loan Party or Subsidiary thereunder (giving effect to any netting agreements) exceeds $10,000,000.

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or other Group member or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or other Group member or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) any Loan Party or other Group member shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or such other Group member or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (v) make a general assignment for the benefit of creditors;

(j) any Loan Party or other Group member shall admit in writing its inability or publicly declare its intention not to, or fail generally to, pay its debts as they become due;

(k) (i) one or more judgments for the payment of money in an aggregate amount in excess of $10,000,000 shall be rendered against any Loan Party, any other Group member or any combination thereof and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Loan Party or other Group member to enforce any such judgment; or (ii) any Loan Party or other Group member shall fail within thirty (30) days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued;

(l) an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect;

(m) a Change in Control shall occur;

(n) the Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a

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party beyond any period of grace therein provided, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty or any Obligation Guaranty to which it is a party, or shall give notice to such effect, including, but not limited to notice of termination delivered pursuant to Section 10.08 ;

(o) except as permitted by the terms of any Collateral Document or due to the action or inaction of the Administrative Agent, (i) any Collateral Document shall for any reason fail to create a valid security interest in any Collateral purported to be covered thereby or (ii) any Lien securing any Secured Obligation shall cease to be a perfected, first priority Lien, provided , that an Event of Default under this clause (p) shall not be deemed to have occurred so long as the aggregate value of all Collateral affected by any event described in the foregoing subclauses (i) and (ii) does not exceed $1,000,000 at any time;

(p) except as permitted by the terms of any Collateral Document or due to the action or inaction of the Administrative Agent, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by any Person in the Group or the Affiliates of such person to discontinue or to assert the invalidity or unenforceability of any Collateral Document; or

(q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (other than as permitted by the terms of such Loan Document) or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction that evidences its assertion, that any material provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms;

then, and in every such event (other than an event with respect to the Borrowers described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower Representative, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, whereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers, and (iii) require cash collateral for the LC Exposure in accordance with Section 2.07(j) hereof; and in the case of any event with respect to the Borrowers described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding and the cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, increase the rate of interest applicable to the Loans and other Obligations as set forth in Section 2.14(d) of this Agreement and exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.

ARTICLE VIII

THE ADMINISTRATIVE AGENT

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Section 8.01 Appointment . Each of the Lenders, on behalf of itself and any of its Affiliates that are Secured Parties and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the U.S., each of the Lenders and the Issuing Bank hereby grants to the Administrative Agent any required powers of attorney to execute any Collateral Document governed by the laws of such jurisdiction on such Lender’s or Issuing Bank’s behalf: (a) The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders (including the Issuing Bank), and (b) the Loan Parties shall not have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” as used herein or in any other Loan Documents (or any similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Section 8.02 Rights as a Lender . The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with any Loan Party or any other Group member or any Affiliate thereof as if it were not the Administrative Agent hereunder.

Section 8.03 Duties and Obligations . The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 ), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any other Group member that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 ) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower Representative or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

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Section 8.04 Reliance . The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Section 8.05 Actions through Sub-Agents . The Administrative Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent.

Section 8.06 Resignation . Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower Representative. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York having assets at such time in excess of $10,000,000,000, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by its successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor, unless otherwise agreed by the Borrowers and such successor. Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrowers, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph and all rights and obligations of the Administrative Agent under the Parallel Liability have been assigned and assumed by the successor Administrative Agent (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the

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Administrative Agent shall also directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article, Section 2.18(d) and Section 9.03 , as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent and in respect of the matters referred to in the proviso under clause (a) above.

Section 8.07 Non-Reliance .

(a) Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the Administrative Agent, any arranger of this credit facility or any amendment thereto or any other Lender and their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender shall, independently and without reliance upon the Administrative Agent, any arranger of this credit facility or any amendment thereto or any other Lender and their respective Related Parties and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrowers and their Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any related agreement or any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue as a Lender or assign or otherwise transfer its rights, interests and obligations hereunder.

(b) Each Lender hereby agrees that (i) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (ii) the Administrative Agent (A) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (B) shall not be liable for any information contained in any Report; (iii) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (iv) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (v) without limiting the generality of any other indemnification provision contained in this Agreement, (A) it will hold the Administrative Agent and any such other Person preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any extension of credit that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (B) it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorneys’ fees) incurred by the Administrative Agent or any such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Section 8.08 Other Agency Titles . The Persons identified in this Agreement, or hereafter appointed as “Lead Arranger”, “Arranger”, “Bookrunner”, or other similar titles shall not have any right, power, obligation,

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liability, responsibility or duty under this Agreement in such capacities. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to the relevant Lenders in their respective capacities as “Lead Arranger”, “Arranger”, “Bookrunner”, or similar capacities, as applicable, as it makes with respect to the Administrative Agent in the preceding paragraph.

Section 8.09 Not Partners or Co-Venturers; Administrative Agent as Representative of the Secured Parties .

(a) The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender. The Administrative Agent shall have the exclusive right on behalf of the Lenders to enforce the payment of the principal of and interest on any Loan after the date such principal or interest has become due and payable pursuant to the terms of this Agreement.

(b) In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. Each Lender authorizes the Administrative Agent to enter into each of the Collateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Party (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Secured Parties upon the terms of the Collateral Documents. In the event that any Collateral is hereafter pledged by any Person as Collateral for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties.

Section 8.10 Flood Laws . JPMCB has adopted internal policies and procedures that address requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and related legislation (the “ Flood Laws ”). JPMCB, as administrative agent or collateral agent on a syndicated facility, will post on the applicable electronic platform (or otherwise distribute to each Lender in the syndicate) documents that it receives in connection with the Flood Laws. However, JPMCB reminds each Lender and Participant in the facility that, pursuant to the Flood Laws, each federally regulated Lender (whether acting as a Lender or Participant in the facility) is responsible for assuring its own compliance with the flood insurance requirements.

Section 8.11 Certain ERISA Matters.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection with the Loans, the Letters of Credit, the Commitments or this Agreement;

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset

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managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement;

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement; or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a) , such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and the Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that none of the Administrative Agent or the Lead Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto).

(c) The Administrative Agent and Lead Arranger hereby inform the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

ARTICLE IX

MISCELLANEOUS

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Section 9.01 Notices .

(a) Except in the case of notices and other communications expressly permitted to be given by telephone or Electronic Systems (and subject in each case to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows:

(i) if to any Loan Party, to the Borrower Representative at:

Frank’s International, LLC

10260 Westheimer Road, Suite 700

Houston, TX 77042

Attention: Ed Goodwin

Facsimile No: (281) 558-7883

Email: ed.goodwin@franksintl.com

with a copy to:

Frank’s International, LLC

10260 Westheimer Road, Suite 700

Houston, TX 77042

Attention: John Symington

Facsimile No: (281) 558-7883

Email: John.Symington@franksintl.com

(ii) if to the Administrative Agent, or to JPMCB in its capacity as an Issuing Bank, to JPMorgan Chase Bank, N.A. at:

JPMorgan Chase Bank, N.A.

2200 Ross Avenue, 9th Floor

Mail Code: TX1-2905

Dallas, TX 75201

Attention: Ross Gilbert

Facsimile No: (214) 965-2594

Email: ross.x.gilbert@jpmorgan.com

(iii) if to any other Lender or Issuing Bank, to it at its address or facsimile number set forth in its Administrative Questionnaire.

All such notices and other communications (i) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received, (ii) sent by facsimile shall be deemed to have been given when sent, provided that if not given during normal business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next Business Day of the recipient, or (iii) delivered through Electronic Systems to the extent provided in paragraph (b) below shall be effective as provided in such paragraph.

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by Electronic Systems pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender ( provided further that, if requested by the Administrative

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Agent, the Borrowers will deliver original copies of any compliance and no Default certificates delivered pursuant to Section 5.01(c) promptly after the delivery thereof by Electronic Systems). Each of the Administrative Agent and the Borrower Representative (on behalf of the Loan Parties) may, in its discretion, agree to accept notices and other communications to it hereunder by Electronic Systems pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise proscribes, all such notices and other communications (i) sent to an email address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if not given during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient, and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i) , of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, e-mail or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day of the recipient.

(c) Any party hereto may change its address, facsimile number or e-mail address set forth on Schedule B hereto for notices and other communications hereunder by notice to the other parties hereto.

(d) Electronic Systems .

(i) Each Loan Party agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Issuing Bank and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System.

(ii) Any Electronic System used by the Administrative Agent is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “ Agent Parties ”) have any liability to the Borrowers or the other Loan Parties, any Lender, the Issuing Bank or any other Person or entity for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of communications through an Electronic System. “ Communications ” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

Section 9.02 Waivers; Amendments .

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(a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.

(b) Except as provided in the first sentence of Section 2.10(f) (with respect to any commitment increase) and subject to Section 2.15(b) and subject to Section 9.02(e) below, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders or (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender), (ii) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby ( provided that any amendment or modification of the financial covenants in this Agreement (or any defined term used therein) shall not constitute a reduction in the rate of interest or fees for purposes of this clause (ii) ), (iii) postpone any scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, (iv) change Section 2.19(b) or (d) in a manner that would alter the manner in which payments are shared, without the written consent of each Lender (other than any Defaulting Lender), (v) increase the advance rates set forth in the definition of Borrowing Base or add new categories of eligible assets, without the written consent of each Lender (other than any Defaulting Lender), (vi) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (other than any Defaulting Lender) directly affected thereby, (vii) change Section 2.21 , without the consent of each Lender (other than any Defaulting Lender), (viii) release any Loan Guarantor from its obligation under its Loan Guaranty or Obligation Guaranty, as applicable (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender (other than any Defaulting Lender), or (ix) except as provided in clause (c) of this Section or in any Collateral Document, release all or substantially all of the Collateral, without the written consent of each Lender (other than any Defaulting Lender); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank hereunder without the prior written consent of the Administrative Agent or the Issuing Bank, as the case may be (it being understood that any amendment to Section 2.21 shall require the consent of the Administrative Agent and the Issuing Bank); provided further that no such agreement shall amend or

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modify the provisions of Section 2.07 or any letter of credit application and any bilateral agreement between the Borrower Representative and the Issuing Bank regarding the Issuing Bank’s individual Letter of Credit Sublimit or the respective rights and obligations between the Borrower and the Issuing Bank in connection with the issuance of Letters of Credit without the prior written consent of the Administrative Agent and the Issuing Bank, respectively. The Administrative Agent may also amend the Commitment Schedule to reflect assignments entered into pursuant to Section 9.04 . Any amendment, waiver or other modification of this Agreement or any other Loan Document that by its terms affects the rights or duties under this Agreement of the Lenders of one or more Classes (but not the Lenders of any other Class), may be effected by an agreement or agreements in writing entered into by any Borrower and the requisite number or percentage in interest of each affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time.

(c) The Secured Parties hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the Payment in Full of all Secured Obligations, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Equity Interests of a Group member, the Administrative Agent is authorized to release any Loan Guaranty provided by such Group member, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII . Except as provided in the preceding sentence, the Administrative Agent will not release any Liens on Collateral without the prior written authorization of the Required Lenders; provided that, the Administrative Agent may shall promptly release any Liens at any time attaching to any Excluded Assets. Any such subordination or release, as applicable, shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such subordination or release, as applicable, shall be without recourse to or warranty by the Administrative Agent.

(d) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but has not been obtained being referred to herein as a “ Non-Consenting Lender ”), then the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrowers, the Administrative Agent and the Issuing Bank shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 9.04 , and (ii) the Borrowers shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.16 and Section 2.18 , and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such

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replacement under Section 2.17 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.

(e) Notwithstanding anything to the contrary herein the Administrative Agent may, with the consent of the Borrower Representative only, amend, modify or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency.

Section 9.03 Expenses; Indemnity; Damage Waiver .

(a) The Loan Parties shall, jointly and severally, pay all (i) reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel for the Administrative Agent (limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, charges and disbursements of one counsel to the Administrative Agent as counsel to the Administrative Agent, the Lead Arranger and their affiliates and, solely in the case of an actual or potential conflict of interest, one additional counsel to all affected parties, taken as a whole, and, if reasonably necessary, of one local counsel in each relevant local jurisdiction to such persons, taken as a whole), in connection with the syndication and distribution (including, without limitation, via the internet or through an Electronic System) of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, reasonable and documented out-of-pocket fees, costs and expenses incurred in connection with:

(i) Collateral monitoring, Collateral reviews, appraisals and insurance reviews;

(ii) field examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or the internally allocated fees for each Person employed by the Administrative Agent with respect to each field examination;

(iii) background checks regarding senior management and/or key investors, as deemed necessary or appropriate in the sole discretion of the Administrative Agent;

(iv) Other Taxes, fees and other charges for (A) lien searches and (B) filing financing statements and continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens;

(v) sums paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take; and

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(vi) forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts, and costs and expenses of preserving and protecting the Collateral.

All of the foregoing fees, costs and expenses may be charged to the Borrowers as Revolving Loans or to another Deposit Account, all as described in Section 2.19(c) .

(b) The Loan Parties shall, jointly and severally, indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by a Loan Party or a Group member, or any Environmental Liability related in any way to a Loan Party or a Group member, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation or proceeding is brought by any Loan Party or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.

(c) To the extent that any Loan Party fails to pay any amount required to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Bank (or any Related Party of any of the foregoing) under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank (or any Related Party of any of the foregoing), as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood that any such payment by the Lenders shall not relieve any Loan Party of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank in its capacity as such.

(d) To the extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Indemnitee, (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this paragraph (d) shall relieve any Loan Party of any obligation it may

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have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.

(e) All amounts due under this Section shall be payable not later than ten (10) days after written demand therefor.

Section 9.04 Successors and Assigns .

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly provided herein, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement provided that with respect to rights and obligations related to a Dutch Borrower only (i) until the interpretation of the term “public” (as referred to in Article 4.1(1) of the Capital Requirements Regulation (EU 575/2013)) has been published by the competent authority, the value of the rights assigned or transferred is at least Dollar equivalent to EUR 100,000 or the assignee or transferee otherwise qualifies as not forming part of the public or (ii) as soon as the interpretation of the term public has been published by the competent authority, the assignee or transferee is not considered to be part of the public on the basis of such interpretation.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, participations in Letters of Credit and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(A) the Borrowers; provided that no consent of the Borrower Representative shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee;

(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to a Lender (unless such Lender is a Defaulting Lender); and

(C) the Issuing Bank; provided that no consent of the Issuing Bank shall be required for an assignment to a Lender (unless such Lender is a Defaulting Lender);

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s

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Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower Representative and the Administrative Agent otherwise consent; provided that no such consent of the Borrower Representative shall be required if an Event of Default has occurred and is continuing;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation fee of $3,500; and

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

For the purposes of this Section 9.04 , the terms “ Approved Fund ” and “ Ineligible Institution ” have the following meanings:

“ Approved Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Ineligible Institution ” means a (a) natural person, (b) Defaulting Lender or its Parent, (c) holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof; provided that, such holding company, investment vehicle or trust shall not constitute an Ineligible Institution if it (x) has not been established for the primary purpose of acquiring any Loans or Commitments, (y) is managed by a professional advisor, who is not such natural person or a relative thereof, having significant experience in the business of making or purchasing commercial loans, and (z) has assets greater than $25,000,000 and a significant part of its activities consist of making or purchasing commercial loans and similar extensions of credit in the ordinary course of its business; provided that upon the occurrence of an Event of Default, any Person (other than a Lender) shall be an Ineligible Institution if after giving effect to any proposed assignment to such Person, such Person would hold more than 25% of the then outstanding Aggregate Revolving Exposure or Commitments, as the case may be or (d) a Loan Party or a Subsidiary or other Affiliate of a Loan Party.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption

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covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 2.16 , Section 2.17 , and Section 9.03 with respect to facts and circumstances occurring prior to the effective date of such assignment). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent, the Issuing Bank and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05 , Section 2.07(d) or Section 2.07(e) , Section 2.08(b) , Section 2.19(d) or Section 9.03(c) , the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c) Any Lender may, without the consent of the Borrowers, the Administrative Agent, the Issuing Bank, sell participations to one or more banks or other entities (a “ Participant ”) other than an Ineligible Institution in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) the Borrowers, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.16 , 2.17 and 2.18 (subject to the requirements and limitations therein, including the requirements under Section 2.18(f) and (g) (it being understood that the documentation required under Section 2.18(f) shall be delivered to the participating Lender and the information and

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documentation required under Section 2.18(g) will be delivered to the Borrowers and the Administrative Agent)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.19 and 2.20 as if it were an assignee under paragraph (b) ) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.16 or 2.18 , with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.

Each Lender that sells a participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 2.20(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.19(d) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement or any other Loan Document (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations, Section 1.163-5 of the proposed United States Treasury Regulations or any applicable temporary, final or other successor regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Section 9.05 Survival . All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.16 , 2.17 , 2.18 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment

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of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.

Section 9.06 Counterparts; Integration; Effectiveness; Electronic Execution .

(a) This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to (i) fees payable to the Administrative Agent and (ii) increases or reductions of the individual Letter of Credit Sublimit of the Issuing Bank constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01 , this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

(b) Delivery of an executed counterpart of a signature page of this Agreement by telecopy, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby or thereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 9.07 Severability . Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 9.08 Right of Setoff . If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any Loan Party against any of and all the Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under the Loan Documents and although such obligations may be unmatured. The applicable Lender shall notify the Borrower Representative and the Administrative Agent of such set-off or application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such set-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Section 9.09 Governing Law; Jurisdiction; Consent to Service of Process .

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(a) The Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed in accordance with the laws of the State of New York.

(b) Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any U.S. Federal or New York court sitting in New York, New York in any action or proceeding arising out of or relating to any Loan Documents (other than those expressly containing a contrary choice of law provision), or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(c) Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01 . Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Section 9.10 Waiver of Jury Trial .

(a) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

(b) If a party to this Agreement is represented by one or more attorneys in connection with the execution of this Agreement or any agreement or document pursuant hereto, and the relevant power of attorney is expressed to be governed by the laws of the Netherlands, such choice of law is hereby accepted by the other party, in accordance with Article 14 of the Hague Convention on the Law Applicable to Agency of March 14, 1978.

Section 9.11 Headings . Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

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Section 9.12 Confidentiality . Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors that need to know such Information (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any Governmental Authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by any Requirement of Law or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies under this Agreement or any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any bona fide prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or bona fide prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Loan Parties and their obligations, (g) with the consent of the Borrower Representative or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis from a source other than the Borrowers or any of its Subsidiaries. For the purposes of this Section, “ Information ” means all information (including any Projections) received from the Borrowers or any of its Subsidiaries relating to the Borrowers or any of its Subsidiaries or their business, other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis prior to disclosure by the Borrowers or any of its Subsidiaries and other than information pertaining to this Agreement provided by arrangers to data service providers, including league table providers, that serve the lending industry; provided that, in the case of information received from the Borrowers or any of its Subsidiaries after the date hereof, such information (other than Projections, which shall be deemed confidential whether or not so identified) is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWERS, THE OTHER LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWERS OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWERS AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN

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ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

Section 9.13 Several Obligations; Nonreliance; Violation of Law . The respective obligations of the Lenders hereunder are several and not joint and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any margin stock (as defined in Regulation U of the Board) for the repayment of the Borrowings provided for herein. Anything contained in this Agreement to the contrary notwithstanding, neither the Issuing Bank nor any Lender shall be obligated to extend credit to the Borrowers in violation of any Requirement of Law.

Section 9.14 USA PATRIOT Act . Each Lender that is subject to the requirements of the USA PATRIOT Act hereby notifies each Loan Party that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies such Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with the USA PATRIOT Act.

Section 9.15 Disclosure . Each Loan Party, each Lender and the Issuing Bank hereby acknowledges and agrees that the Administrative Agent and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with any of the Loan Parties and their respective Affiliates.

Section 9.16 Appointment for Perfection . Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of the Administrative Agent and the other Secured Parties, in assets which, in accordance with Article 9 of the UCC or any other applicable law can be perfected only by possession or control. Should any Lender (other than the Administrative Agent) obtain possession or control of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’s instructions.

Section 9.17 Interest Rate Limitation . Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “ Charges ”), shall exceed the maximum lawful rate (the “ Maximum Rate ”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

Section 9.18 Marketing Consent . The Borrowers hereby authorize JPMCB and its affiliates (collectively, the “ JPMCB Parties ”), at their respective sole expense, but without any prior approval by the Borrowers, to publish such tombstones and give such other publicity to this Agreement as each may from time to time determine in its sole discretion, subject, in all instances, to the provisions of Section 9.12 . The foregoing authorization shall remain in effect unless and until the Borrower Representative notifies JPMCB in writing that such authorization is revoked.

Section 9.19 Acknowledgement and Consent to Bail-In of EEA Financial Institutions . Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding

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among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Section 9.20 No Fiduciary Duty, etc . Each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to each Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, any Borrower or any other person. Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, each Borrower acknowledges and agrees that no Credit Party is advising any Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. Each Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to any Borrower with respect thereto. Each Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, any Borrower and other companies with which any Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which a Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from any Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with such Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such

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information to other companies. Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to any Borrower, confidential information obtained from other companies.

Section 9.21 Concerning Certificates . All certificates, statements and other declarations required hereunder or under any other Loan Document to be executed or made by a Responsible Officer shall be executed or made by such Responsible Officer solely on behalf of the Borrower Representative or any other Loan Party, in his or her capacity as a Responsible Officer and not in any individual capacity.

Section 9.22 Parallel Liability . As used in this Section 9.22 , the term “Corresponding Liabilities” and the term “Parallel Liability” shall have the meaning described below:

“ Corresponding Liabilities ” means all Secured Obligations other than each Parallel Liability.

“ Parallel Liability ” means each Loan Party's undertaking, obligation and liability pursuant to Section 9.22(b) .

(a) Each Loan Party irrevocably and unconditionally undertakes to pay to the Administrative Agent an amount equal to the aggregate amount of its Corresponding Liabilities (as these may exist from time to time).

(b) Each Loan Party, the Administrative Agent and each other Secured Party agree that:

(i) each Loan Party’s Parallel Liability is due and payable at the same time as, for the same amount of and in the same currency as its Corresponding Liabilities. A default in respect of the Corresponding Liabilities shall constitute a default ( verzuim ) within the meaning of section 3:248 of the Dutch Civil Code with respect to the Parallel Liability without any notice being required;

(ii) each Loan Party’s Parallel Liability is decreased to the extent that its Corresponding Liabilities have been irrevocably paid or discharged and its Corresponding Liabilities are decreased to the extent that its Parallel Liability has been irrevocably paid or discharged;

(iii) each Loan Party’s Parallel Liability is independent and separate from, and without prejudice to, its Corresponding Liabilities, and constitutes an independent and separate claim of the Administrative Agent to receive payment of that Parallel Liability (in its capacity as the independent and separate creditor of that Parallel Liability and not as a co-creditor in respect of the Corresponding Liabilities); and

(iv) for purposes of Section 9. 22 and any security rights created under the Dutch Security Agreements, the Administrative Agent acts in its own name and for the benefit of the Secured Parties but not as representative of or trustee for the Secured Parties.

ARTICLE X

LOAN GUARANTY

Section 10.01 Guaranty . Each Loan Guarantor (other than those that have delivered a separate Guaranty) hereby agrees that it is jointly and severally liable for, and, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to the Secured Parties, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations and all reasonable and documented out-of-pocket costs and expenses, including, without limitation, all reasonable and documented out-of-pocket court costs and attorneys’ and paralegals’ fees and

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expenses paid or incurred by the Administrative Agent, the Issuing Bank and the other Secured Parties in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any action against, any Borrower, any Loan Guarantor or any other guarantor of all or any part of the Secured Obligations (such costs and expenses, together with the Secured Obligations, collectively the “ Guaranteed Obligations ”; provided , however , that the definition of “Guaranteed Obligations” shall not create any guarantee by any Loan Guarantor of (or grant of security interest by any Loan Guarantor to support, as applicable) any Excluded Swap Obligations of such Loan Guarantor for purposes of determining any obligations of any Loan Guarantor). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the Guaranteed Obligations.

Section 10.02 Guaranty of Payment . This Loan Guaranty is a guaranty of payment and not of collection. Each Loan Guarantor waives any right to require the Administrative Agent, the Issuing Bank or any Lender to sue any Borrower, any Loan Guarantor, any other guarantor of, or any other Person obligated for, all or any part of the Guaranteed Obligations (each, an “ Obligated Party ”), or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.

Section 10.03 No Discharge or Diminishment of Loan Guaranty .

(a) Except as otherwise provided for herein, the obligations of each Loan Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than payment or performance of the Guaranteed Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Borrower or any other Obligated Party liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party or their assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, the Issuing Bank, any Lender or any other Person, whether in connection herewith or in any unrelated transactions.

(b) The obligations of each Loan Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part thereof.

(c) Further, the obligations of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of the Administrative Agent, the Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations; (iii) any release, non-perfection or invalidity of any indirect or direct security for the obligations of any Borrower for all or any part of the Guaranteed Obligations or any obligations of any other Obligated Party liable for any of the Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent, the Issuing Bank or any Lender with respect to any collateral securing any part of the Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission

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or delay that might in any manner or to any extent vary the risk of such Loan Guarantor or that would otherwise operate as a discharge of any Loan Guarantor as a matter of law or equity (other than Payment in Full of the Guaranteed Obligations).

Section 10.04 Defenses Waived .

(a) To the fullest extent permitted by applicable law, each Loan Guarantor hereby waives any defense based on or arising out of any defense of any Borrower or any other Loan Guarantor or the unenforceability of all or any part of the Guaranteed Obligations from any cause, or the cessation from any cause of the liability of any Borrower, any other Loan Guarantor or any other Obligated Party, other than the Payment in Full of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Loan Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Obligated Party or any other Person. Each Loan Guarantor confirms that it is not a surety under any state law and shall not raise any such law as a defense to its obligations hereunder. The Administrative Agent may, at its election, foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Obligated Party or exercise any other right or remedy available to it against any Obligated Party, without affecting or impairing in any way the liability of such Loan Guarantor under this Loan Guaranty except to the extent the Guaranteed Obligations have been Paid in Full. To the fullest extent permitted by applicable law, each Loan Guarantor waives any defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Loan Guarantor against any Obligated Party or any security.

(b) Each Loan Guarantor further hereby expressly waives to the fullest extent permitted by law any defense now or in the future arising by reason of, (A) the illegality or invalidity of this Agreement, any Collateral Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any other Secured Party; (B) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Loan Guarantor or any other Person against the Administrative Agent or any other Secured Party; (C) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of any Loan Guarantor or any other Person at any time liable for the payment of all or part of the Secured Obligations or the failure of the Administrative Agent or any other Secured Party to file or enforce a claim in bankruptcy or other proceeding with respect to any Person; or any sale, lease or transfer of any or all of the assets of the any Loan Guarantor, or any changes in the shareholders of any Loan Guarantor; (D) the fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Secured Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien, it being recognized and agreed by each of the Loan Guarantors that it is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the Collateral for the Secured Obligations; (E) any failure of the Administrative Agent or any other Secured Party to marshal assets in favor of any Loan Guarantor or any other Person, to exhaust any collateral for all or any part of the Secured Obligations, to pursue or exhaust any right, remedy, power or privilege it may have against any Loan Guarantor or any other Person or to take any action whatsoever to mitigate or reduce any Loan Guarantor’s liability under this Loan Guaranty or any other Collateral Document; (F) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of

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the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (G) the possibility that the Secured Obligations may at any time and from time to time exceed the aggregate liability of such Loan Guarantor under this Loan Guaranty; or (H) any other circumstance or act whatsoever, which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of any Borrower for the Secured Obligations or with respect to the collateral security provided by such Loan Guarantor herein, or which might be available to a surety or guarantor, in bankruptcy or in any other instance.

Section 10.05 Rights of Subrogation . Until the Payment in Full of the Guaranteed Obligations, no Loan Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation, contribution or indemnification, that it has against any Obligated Party or any collateral.

Section 10.06 Reinstatement; Stay of Acceleration . If at any time any payment of any portion of the Guaranteed Obligations (including a payment effected through exercise of a right of setoff) is rescinded, or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise (including pursuant to any settlement entered into by a Secured Party in its discretion), each Loan Guarantor’s obligations under this Loan Guaranty with respect to that payment shall be reinstated at such time as though the payment had not been made and whether or not the Administrative Agent, the Issuing Bank and the Lenders are in possession of this Loan Guaranty. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the Guaranteed Obligations shall nonetheless be payable by the Loan Guarantors forthwith on demand by the Administrative Agent.

Section 10.07 Information . Each Loan Guarantor assumes all responsibility for being and keeping itself informed of the Borrowers’ financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that each Loan Guarantor assumes and incurs under this Loan Guaranty, and agrees that none of the Administrative Agent, the Issuing Bank or any Lender shall have any duty to advise any Loan Guarantor of information known to it regarding those circumstances or risks.

Section 10.08 Termination . Each of the Lenders and the Issuing Bank may continue to make loans or extend credit to the Borrowers based on this Loan Guaranty until five (5) days after it receives written notice of termination from any Loan Guarantor. Notwithstanding receipt of any such notice, each Loan Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations created, assumed or committed to prior to the fifth day after receipt of the notice, and all subsequent renewals, extensions, modifications and amendments with respect to, or substitutions for, all or any part of such Guaranteed Obligations. Nothing in this Section 10.08 shall be deemed to constitute a waiver of, or eliminate, limit, reduce or otherwise impair any rights or remedies the Administrative Agent or any Lender may have in respect of, any Default or Event of Default that shall exist under clause (o) of Article VII hereof as a result of any such notice of termination.

Section 10.09 Maximum Liability . Notwithstanding any other provision of this Loan Guaranty, the amount guaranteed by each Loan Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, Uniform Voidable Transactions Act or similar statute or common law. In determining the limitations, if any, on the amount of any Loan Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Loan Guarantor may have under this Loan Guaranty, any other agreement or applicable law shall be taken into account.

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Section 10.10 Contribution .

(a) To the extent that any Loan Guarantor shall make a payment under this Loan Guaranty (a “ Guarantor Payment ”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Loan Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Loan Guarantor if each Loan Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Loan Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Loan Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guarantor Payment and the Payment in Full of the Guaranteed Obligations and the termination of this Agreement, such Loan Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Loan Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

(b) As of any date of determination, the “ Allocable Amount ” of any Loan Guarantor shall be equal to the excess of the fair saleable value of the property of such Loan Guarantor over the total liabilities of such Loan Guarantor (including the maximum amount reasonably expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Loan Guarantor that is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other Loan Guarantors as of such date in a manner to maximize the amount of such contributions.

(c) This Section 10.10 is intended only to define the relative rights of the Loan Guarantors, and nothing set forth in this Section 10.10 is intended to or shall impair the obligations of the Loan Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Loan Guaranty.

(d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Loan Guarantor or Loan Guarantors to which such contribution and indemnification is owing.

(e) The rights of the indemnifying Loan Guarantors against other Loan Guarantors under this Section 10.10 shall be exercisable upon the Payment in Full of the Guaranteed Obligations and the termination of this Agreement.

Section 10.11 Liability Cumulative . The liability of each Loan Party as a Loan Guarantor under this Article X is in addition to and shall be cumulative with all liabilities of each Loan Party to the Administrative Agent, the Issuing Bank and the Lenders under this Agreement and the other Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

ARTICLE XI

BORROWER REPRESENTATIVE

Section 11.01 Appointment; Nature of Relationship . FILLC is hereby appointed by each of the Loan Parties as its contractual representative (herein referred to as the “ Borrower Representative ”) hereunder and under each other Loan Document, and each of the Loan Parties irrevocably authorizes the Borrower Representative to act as the contractual representative of such Loan Party with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative agrees to act as such

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contractual representative upon the express conditions contained in this Article XI . Additionally, the Loan Parties hereby appoint the Borrower Representative as their agent to receive all of the proceeds of the Loans in the Funding Account(s), at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrower(s); provided that, in the case of a Revolving Loan, such amount shall not exceed the Availability. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Loan Party for any action taken or omitted to be taken by the Borrower Representative or the Loan Parties pursuant to this Section 11.01 .

Section 11.02 Powers . The Borrower Representative shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Borrower Representative by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Borrower Representative shall have no implied duties to the Loan Parties, or any obligation to the Lenders to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Borrower Representative.

Section 11.03 Employment of Agents . The Borrower Representative may execute any of its duties as the Borrower Representative hereunder and under any other Loan Document by or through authorized officers.

Section 11.04 Notices . Each Borrower shall immediately notify the Borrower Representative of the occurrence of any Default or Unmatured Default hereunder referring to this Agreement describing such Default or Unmatured Default and stating that such notice is a “notice of default”. In the event that the Borrower Representative receives such a notice, the Borrower Representative shall give prompt notice thereof to the Administrative Agent and the Lenders. Any notice provided to the Borrower Representative hereunder shall constitute notice to each Borrower on the date received by the Borrower Representative.

Section 11.05 Successor Borrower Representative . Upon the prior written consent of the Administrative Agent, the Borrower Representative may resign at any time, such resignation to be effective upon the appointment of a successor Borrower Representative. The Administrative Agent shall give prompt written notice of such resignation to the Lenders.

Section 11.06 Execution of Loan Documents; Borrowing Base Certificate . The Loan Parties hereby empower and authorize the Borrower Representative, on behalf of the Loan Parties, to execute and deliver to the Administrative Agent and the Lenders the Loan Documents and all related agreements, certificates, documents, or instruments as shall be necessary or appropriate to effect the purposes of the Loan Documents, including, without limitation, the Borrowing Base Certificates and the Compliance Certificates. Each Borrower agrees that any action taken by the Borrower Representative or the Loan Parties in accordance with the terms of this Agreement or the other Loan Documents, and the exercise by the Borrower Representative of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Loan Parties.

Section 11.07 Reporting . Each Loan Party hereby agrees that such Loan Party shall furnish promptly after each fiscal month to the Borrower Representative a copy of its Borrowing Base Certificate and any other certificate or report required hereunder or requested by the Borrower Representative on which the Borrower Representative shall rely to prepare the Borrowing Base Certificates and Compliance Certificate required pursuant to the provisions of this Agreement.

(Signature Pages Follow)

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

BORROWERS:




	FRANK’S INTERNATIONAL, LLC

	By: /s/ Kyle McClure
	Name: Kyle McClure
	Title: Senior Vice President


	FRANK’S INTERNATIONAL C.V. By FRANK’S INTERNATIONAL MANAGEMENT B.V., acting on behalf of and as sole general partner of Frank’s International C.V.

	By: /s/ Kyle McClure
	Name: Kyle McClure
	Title: Managing Director



	BLACKHAWK GROUP HOLDINGS, LLC

	By: /s/ Scott A. McCurdy
	Name: Scott A. McCurdy
	Title: President

OTHER LOAN GUARANTORS:




	FRANK’S INTERNATIONAL N.V.

	By: /s/ Kyle McClure
	Name: Kyle McClure
	Title: Senior Vice President and Chief Financial Officer

Signature Page

Frank’s Credit Agreement



	FRANK’S INTERNATIONAL GP, LLC

	By: /s/ Kyle McClure
	Name: Kyle McClure
	Title: President and Chief Executive Officer

	FRANK’S INTERNATIONAL MANAGEMENT B.V.

	By: /s/ Kyle McClure
	Name: Kyle McClure
	Title: Managing Director



	FRANK’S INTERNATIONAL, LP

	By: /s/ Kyle McClure
	Name: Kyle McClure
	Title: President and Chief Executive Officer

	FRANK’S INTERNATIONAL LP B.V.

	By: /s/ Kyle McClure
	Name: Kyle McClure
	Title: Authorized Representative

	FRANK’S INTERNATIONAL PARTNERS B.V.

	By: /s/ Kyle McClure
	Name: Kyle McClure
	Title: Authorized Representative



	BLACKHAWK INTERMEDIATE HOLDINGS, LLC

	By: /s/ Scott A. McCurdy
	Name: Scott A. McCurdy
	Title: President

Signature Page

Frank’s Credit Agreement



	BLACKHAWK SPECIALTY TOOLS, LLC

	By: /s/ Scott A. McCurdy
	Name: Scott A. McCurdy
	Title: President



	TRINITY TOOL RENTALS, L.L.C.

	By: /s/ Scott A. McCurdy
	Name: Scott A. McCurdy
	Title: President

Signature Page

Frank’s Credit Agreement



	JPMORGAN CHASE BANK, N.A. , individually and as a Lender and as Administrative Agent and an Issuing Bank


	By: /s/ Jorge Diaz Granados
	Name: Jorge Diaz Granados
	Title: Authorized Officer

Signature Page

Frank’s Credit Agreement



	AMEGY BANK NATIONAL ASSOCIATION , as a Lender and an Issuing Bank


	By: /s/ Steven Taylor
	Name: Steven Taylor
	Title: Vice President

Signature Page

Frank’s Credit Agreement



	CITIBANK, N.A. , as a Lender and an Issuing Bank

	By: /s/ Derrick Lenz
	Name: Derrick Lenz
	Title: Vice President

Signature Page

Frank’s Credit Agreement

SCHEDULE A

COMMITMENT SCHEDULE



Lender	Commitment
JPMorgan Chase Bank, N.A.		$50,000,000
Amegy Bank National Association		$25,000,000
Citibank, N.A.		$25,000,000
Total		$100,000,000

Commitment Schedule - 1

SCHEDULE B

LOAN PARTIES SCHEDULE



LOAN PARTY	CHIEF EXECUTIVE OFFICE ADDRESS
Borrowers:
FRANK’S INTERNATIONAL LLC	c/o Frank’s International, LLC 10260 Westheimer Road, Suite 700 Houston, TX 77042 Attention: Ed Goodwin / John Symington Facsimile No: (281) 558-7883 Email: Ed.Goodwin@franksintl.com / John.Symington@franksintl.com
BLACKHAWK GROUP HOLDINGS, LLC
FRANK’S INTERNATIONAL C.V.	Mastenmakersweg 1 1786 PB Den Helder The Netherlands
Other Guarantors:
FRANK’S INTERNATIONAL N.V.	Mastenmakersweg 1 1786 PB Den Helder The Netherlands
FRANK’S INTERNATIONAL LP B.V.
FRANK’S INTERNATIONAL PARTNERS B.V.
FRANK’S INTERNATIONAL MANAGEMENT B.V.
FRANK’S INTERNATIONAL GP, LLC	c/o Frank’s International, LLC 10260 Westheimer Road, Suite 700 Houston, TX 77042 Attention: Ed Goodwin / John Symington Facsimile No: (281) 558-7883 Email: Ed.Goodwin@franksintl.com / John.Symington@franksintl.com
FRANK’S INTERNATIONAL, LP
BLACKHAWK INTERMEDIATE HOLDINGS, LLC
BLACKHAWK SPECIALTY TOOLS, LLC
TRINITY TOOL RENTALS, L.L.C.

Loan Parties Schedule - 1

SCHEDULE 2.07

EXISTING LETTERS OF CREDIT



Reference #	Applicant	Beneficiary	Issuer	Amount	Expiration Date
###########	Frank's International C.V. FBO Frank's International Trinidad	Scotiabank Trinidad	Amegy	$750,000	9/30/2019
###########	Frank's International C.V. FBO Frank's Logistic Singapore PTE Ltd	Standard Charter Bank Korea	Amegy	$100,000	10/19/2018
###########	Frank's International C.V. FBO Frank's Logistic Singapore PTE Ltd	Standard Charter Bank Korea	Amegy	$10,000	11/13/2018
###########	Frank's International C.V. FBO Selaut Oil Tools	Deutsche Bank AG	Amegy	$74,564	11/11/2019
###########	Frank's International C.V. FBO Frank's Logistic Singapore PTE Ltd	Standard Charter Bank Vietnam	Amegy	$4,000	4/9/2019
###########	Frank's International C.V. FBO Selaut Oil Tools	Deutsche Bank (Malaysia) Berhad	Amegy	$1,271,370.78	2/28/2019
###########	Frank's International C.V. FBO Selaut Oil Tools	Deutsche Bank (Malaysia) Berhad	Amegy	$276,384.95	5/24/2019
###########	Frank's International C.V. FBO Selaut Oil Tools	Deutsch Bank (Malaysia)	Amegy	$55,276.99	6/29/2019
###########	Frank's International C.V. FBO FI Ltd	TMF Mgmt & Acctg Svcs Israel	Chase	$292,330	8/13/2019
############	Frank’s International Middle East LLC	Ministry of Economic and Planning	Citibank, Dubai	$50,000	4/24/2028



##########	Frank’s International Middle East LLC	Abu Dhabi Marine Operating Company	Citibank, Dubai	$908,273	1/22/2020
##########	Frank’s International Middle East LLC	Zakum Development Company	Citibank, Dubai	$838,406	1/22/2020
##########	Frank’s International Middle East LLC	Jebel Ali Freezone Authority	Citibank, Dubai	$1,200,000	6/8/2019
##########	Frank’s International Middle East LLC	Ministry Of Labour	Citibank, Dubai	$3,000	10/19/2020
##########	Frank’s International Middle East LLC	Ministry Of Labour	Citibank, Dubai	$3,000	5/19/2028
##########	Frank’s International Middle East LLC	Ministry Of Labour	Citibank, Dubai	$3,000	4/13/2028
##########	Frank’s International Middle East LLC	Ministry Of Labour	Citibank, Dubai	$3,000	9/28/2021
##########	Frank’s International Middle East LLC	Ministry Of Labour	Citibank, Dubai	$3,000	2/1/2028
##########	Frank’s International Middle East LLC	Ministry Of Labour	Citibank, Dubai	$3,000	2/26/2028
##########	Frank’s International Middle East LLC	Ministry Of Labour	Citibank, Dubai	$3,000	3/1/2028
##########	Frank’s International Middle East LLC	Ministry Of Labour	Citibank, Dubai	$3,000	12/16/2027
##########	Frank’s International Middle East LLC	Ministry Of Labour	Citibank, Dubai	$3,000	11/9/2020
##########	Frank’s International Middle East LLC	Ministry Of Labour	Citibank, Dubai	$3,000	8/5/2028
##########	Frank’s International Middle East LLC	Ministry Of Labour	Citibank, Dubai	$3,000	7/17/2028
##########	Frank’s International Middle East LLC	Ministry Of Labour	Citibank, Dubai	$3,000	6/25/2028
##########	Frank’s International Middle East LLC	Ministry Of Labour	Citibank, Dubai	$3,000	6/16/2028
##########	Frank’s International Middle East LLC	Ministry Of Labour	Citibank, Dubai	$3,000	6/14/2028



##########	Frank’s International Middle East LLC	Ministry Of Labour	Citibank, Dubai	$3,000	5/27/2028
##########	Frank’s International Middle East LLC	Ministry Of Labour	Citibank, Dubai	$3,000	2/1/2023
##########	Frank’s International Middle East LLC	Ministry Of Labour	Citibank, Dubai	$3,000	12/6/2027
##########	Frank’s International Middle East LLC	Ministry Of Labour	Citibank, Dubai	$6,000	6/14/2028
##########	Frank’s International Middle East LLC	Oil And Natural Gas Corporation	Citibank, Dubai	$77,970	9/25/2018
##########	Frank’s International Middle East LLC	Oil And Natural Gas Corporation	Citibank, Dubai	$20,464	4/27/2023
##########	Frank’s International Middle East LLC	BW Energy Dussafu B.V.	Citibank, Dubai	$50,000	12/30/2020
##########	Frank’s International Middle East LLC	Oil And Natural Gas Corporation	Citibank, Dubai	$53,332	11/19/2027
##########	Frank’s International Middle East LLC	Abu Dhabi Company For Onshore	Citibank, Dubai	$1,083,022	1/9/2023
##########	Frank’s International Middle East LLC	Department Of Trade And Industry	Citibank, Dubai	$150,000	10/25/2022
##########	Frank’s International Middle East LLC	Nigeria Custom Service	Citibank, Dubai	$20,000	3/10/2028

SCHEDULE 3.06

DISCLOSED MATTERS

None.

SCHEDULE 3.13

INSURANCE

Director’s & Officers Coverage


1.	HCC Specialty Insurance Company (Lloyd’s) – Directors and Officers Liability (Frank’s International N.V. and all related entities). $10 million limit


a.	Allied World Assurance Company (Lloyd’s) (1st excess layer) $10 million-$20 million limit


b.	AIG Europe Ltd. (2nd excess layer) $20 million-$30 million limit


c.	Aspen and Probitas (Lloyd’s) (3rd excess layer) $30 million to $40 million limit


d.	AIG Europe Ltd. (4th excess layer) $40 million to $70 million limit


2.	Beazley Syndicate/Hiscox Syndicate/Navigators Syndicate (Lloyd’s) (A-side DIC) $70 million to $110 million limit


3.	XL Syndicate (Lloyd’s) – Employment Practices Liability (Frank’s International, LLC and all related entities). $10 million limit


4.	XL Syndicate/QBE Syndicate (Lloyd’s) – Fiduciary Liability & Crime (Frank’s International N.V.). $10 million limit

Liability and Umbrella Coverage


1.	All Group Members are covered by a general liability policy with Liberty Mutual Insurance Company


2.	All Group Members are covered by an auto liability policy with Liberty Mutual Insurance Company


3.	All Group Members are covered by a workers compensation liability policy with Liberty Mutual Insurance Company


4.	All Group Members are covered by a $10,000,000 umbrella liabilities policy with the QBE Insurance Group.


5.	All Group Members are covered by a $15,000,000 umbrella/excess liabilities (excess of the $10,000,000 primary umbrella policy) policy with Starr Insurance Companies


6.	All Group Members are covered by a $25,000,000 umbrella/excess liabilities (50% of the excess of the $25,000,000 primary and secondary umbrella policies) policy with the QBE Insurance Group


7.	All Group Members are covered by a $25,000,000 umbrella/excess liabilities (50% of the excess of the $25,000,000 excess umbrella policies) policy with the Lloyd’s of London


8.	All Group Members are covered by a $25,000,000 umbrella/excess liabilities (excess of the $50,000,000 excess umbrella policies) policy with Allianz Global and Corporate Security.


9.	All Group Members are covered by a $25,000,000 umbrella/excess liabilities (excess of the $75,000,000 excess umbrella policies) policy with the Lloyd’s – Ascot Underwriting Limited

SCHEDULE 3.14

CAPITALIZATION AND SUBSIDIARIES

SCHEDULE 3.21

AFFILIATE TRANSACTIONS



Transaction	Description
Lease of Office Space	Amended and Restated Lease of Office Space in Westbridge One Building Between Mosing Properties, L.P., a Texas Limited Partnership, as Landlord, and Frank’s International, Inc., as Tenant, as amended prior to Effective Date

SCHEDULE 6.01

EXISTING INDEBTEDNESS

None.

SCHEDULE 6.02

EXISTING LIENS



Debtor	Lien Holder	Jurisdiction	Description
Frank’s International, Inc.	AT&T Capital Services	Texas	Financing Statement #: ##-##########
Frank’s International, LP	AT&T Capital Services	Texas	Financing Statement #: ##-##########
Frank’s International, LP	Elite Document Management	Delaware	Financing Statement #: ###########
Frank’s International, LP	GreatAmerica Financial Services	Delaware	Financing Statement #: ########### and Amendment #: ###########

SCHEDULE 6.04

EXISTING INVESTMENTS

None.

SCHEDULE 6.06

SALE AND LEASEBACK TRANSACTIONS

Property Address

600 E. Verot School Rd., Lafayette, Lafayette Parish, LA 70508

700 East Verot School Rd., Lafayette, Lafayette Parish, LA

500 BLK E Verot School Rd.

715 A&B Beau Pre Rd., Lafayette, Lafayette Parish, LA

700 Beau Pre Rd., Lafayette, Lafayette Parish, LA

311 Beau Pre Road, Lafayette, Lafayette Parish, LA 70508

341 Queens Row (a), formerly known as the Whitco Buildings, Lafayette, Lafayette Parish, LA 70508

341 Queens Row (b), Lafayette, Lafayette Parish, LA 70508

342 Queens Row, Lafayette, Lafayette Parish, LA

701 (formerly 2624), East Verot School Rd., Lafayette, Lafayette Parish, LA

617 E. Verot School Rd, Lafayette, Lafayette Parish, LA 70508

519 East Verot School Rd., Lafayette, Lafayette Parish, LA

515 East Verot School Rd., Lafayette, Lafayette Parish, LA

203 Beau Pre Rd., Lafayette, Lafayette Parish, LA

125 Beau Pre Rd., Lafayette, Lafayette Parish, LA

100-106 Easement Rd. and 340 Mineral Rd., Lafayette, Lafayette Parish, LA

100 Blk. Easement Rd., Lafayette, Lafayette Parish, LA

321 Mineral Rd., Lafayette, Lafayette Parish, LA

302 Offshore Dr. Broussard, Lafayette Parish, LA

118 Turn Row, Lafayette, Lafayette Parish, LA

505 Industrial Parkway, Lafayette, Lafayette Parish, LA

425 Industrial Rd., Lafayette, Lafayette Parish, LA

205 Bowie Bend Rd., Lafayette, Lafayette Parish, LA

207 Bowie Bend Rd., Lafayette, Lafayette Parish, LA

3735 E. Hwy 6, Alvin, Brazoria County, TX 77511

4155 E. Hwy 6, Alvin, Brazoria County, TX 77511

SCHEDULE 6.10

EXISTING RESTRICTIONS

None.

EXHIBIT A

[FORM OF]
ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “ Assignment and Assumption ”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “ Assignor ”) and [Insert name of Assignee] (the “ Assignee ”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, effective as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and other rights of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “ Assigned Interest ”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.



1.	Assignor:

2.	Assignee:
		[and is an Affiliate/Approved Fund of [identify Lender] ]

3.	Borrowers:	Frank’s International C.V., a Netherlands limited partnership, Frank’s International, LLC, a Texas limited liability company, and Blackhawk Group Holdings, LLC, a Delaware limited liability company

4.	Administrative Agent:	JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement

5.	Credit Agreement:	The Credit Agreement dated as of November 5th, 2018 among Frank’s International Management B.V., acting as sole general partner and on behalf of Frank’s International C.V., Frank’s International, LLC, and Blackhawk Group Holdings, LLC, the other Loan Parties party thereto, the Lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents parties thereto.
6.	Assigned Interest:

Exhibit A - 1



¹	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	²
	$	$	%
	$	$	%
	$	$	%

Effective Date: _________________ ___, 201___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

The Borrowers shall be third party beneficiaries of this assumption by the Assignee of the obligations of the Assignor with respect to obligations owing to the Borrowers under the Credit Agreement, as modified by this Assignment and Assumption.

The terms set forth in this Assignment and Assumption are hereby agreed to:



ASSIGNOR:	[NAME OF ASSIGNOR]


	By:
	Name:
	Title:


ASSIGNEE:	[NAME OF ASSIGNOR]


	By:
	Name:
	Title:

__________________________

¹ Fill in the appropriate terminology for the types of Commitments or Classes of Loans under the Credit Agreement that are being assigned under this Assignment and Assumption.

² Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

Exhibit A - 2



Consented to and Accepted:

JPMORGAN CHASE BANK, N.A. , as Administrative Agent and Issuing Bank


By:
Name:
Title:

[Consented to:] ³

[NAME OF RELEVANT PARTY]


By:
Name:
Title:

__________________________

³ To be added only if the consent of the Borrowers and/or other parties (e.g. any other Issuing Bank) is required by the terms of the Credit Agreement.

Exhibit A - 3

ANNEX 1 to Assignment

and Assumption

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties .

1.1 Assignor . The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Group, the Affiliates of any Persons within the Group or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrowers, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee . The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under the assignment provisions of the Credit Agreement and satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, any arranger or any other Lender and their respective Related Parties, and (v) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, Section 2.20 thereof, if applicable) duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, any arranger, the Assignor or any other Lender or their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments . From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions . This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.

Exhibit A - 4

Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by electronic signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

Exhibit A - 5

EXHIBIT B

FORM OF
BORROWING BASE CERTIFICATE

[See attached.]

Exhibit B - 1



	J.P.Morgan	BORROWING BASE CERTIFICATE
(Actual in US Dollars) Client Name: Frank's International (Combined) Collateral Component Name: Collateral Component:		Frank's US - IG AR01	Frank's US - NIG AR02	Frank's Canada - IG AR03	Frank's US - NIG AR04	BST - IG AR05	BST - NIG AR06	Frank's US - Unbilled AR AR07	BST - Unbilled AR AR08	AR09	Frank's Raw Material INV01	Frank's WIP INV02	Frank's Finished Goods INV03	BST Raw Material INV04	BST WIP INV05	BST Finished Goods INV06	Certificate # Certificate Date: Period Covered:	1 1/00/00 01/00/00	to	1/00/00
COLLATERAL AVAILABILITY
1 Beginning Collateral Balance (Previous Certificate Line 10)		0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
1.A Foreign Exchange Currency Adjustment		0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	—	—	—	—	—	—
2Additions to Collateral (Gross Sales)		0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
3Additions to Collateral (Debit Memos, all)		0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
4Additions to Collateral (Other Non-Cash)		0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
5Deductions to Collateral (Net Cash Received)		0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
6Deductions to Collateral (Discounts)		0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
7Deductions to Collateral (Credit Memos, all)		0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
8Deductions to Collateral (Other Non-Cash)		0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
9Net Change to Collateral		0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
10 Ending Collateral Balance		0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	Total Revolver Gross Collateral			0.00
11Less Collateral Ineligibles (see attached schedule)		0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
12 Eligible Collateral		0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	Total Revolver Eligible Collateral			0.00
12.A Advance Rate Percentage		0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%
13 Gross Available - Borrowing Base Value		0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
13.A Collateral CAPS		0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
14 Net Available - Borrowing Base Value		0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
14.A Suppressed Availability		0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
14.B Effective Advance Rate		0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%
15 Total Gross Availability - Borrowing Base Value		0.00
15.A	SOFA	0.00
15.B Less Availability Reserves (see attached schedule)		0.00
16 Total Availability - Maximum Borrowing Base Value		0.00															Total Revolver Line Availability			0.00
17 Revolver Line of Credit		0.00
17.A Less Line Reserves (see attached schedule)		0.00
18 Maximum Borrowing Limit (Lesser of Lines 16 less 17.A or 17 less 17.A)		0.00															Total Revolver Available to Borrow			0.00
18.A Suppressed Availability		0.00
LOAN STATUS
19 Previous Revolver Loan Balance (Previous Certificate Line 24)		0.00
20Less: Net Collections (Current Certificate Line 5)		0.00
21Less: Adjustments / Payoff		0.00
22Add: Request for Funds		0.00
23Add: Adjustments / Term Loan Proceeds		0.00
24 Current Revolver Loan Balance		0.00															Total Current Revolver Loan Balance			0.00
25 Letters of Credit/Bankers Acceptance Outstanding		0.00															Outstanding Letters of Credit			0.00
26		0.00																		0.00
27 Availability Not Borrowed (Lines 18 less 24 less 25 plus 26)		0.00															Revolver Availability Not Borrowed			0.00
28 OVERALL EXPOSURE (lines 24, 25 & 26)		0.00															OVERALL EXPOSURE			0.00
Pursuant to, and in accordance with, the terms and provisions of that certain Credit Agreement dated as of November [Day], 2018] (as it may be amended or modified from time to time, the "Agreement") among JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders and as an Issuing Bank, the Lenders and other Issuing Bank party thereto from time to time and Frank's International LLC (the "Company"), Frank's International LP and Blackhawk Group Holdings, LLC as borrowers (each a "Borrower" and collectively, jointly and severally, the "Borrowers") and each other Loan Party party thereto, the Company is executing and delivering to the Administrative Agent this BORROWING BASE CERTIFICATE accompanied by supporting data (collectively referred to as the "Certificate"). The Company hereby warrants and represents to Administrative Agent that this Certificate is true, correct, and is based on information contained in the Company's and the Parent's financial accounting records. The Company, by the execution of this Certificate, hereby ratifies, confirms and affirms all of the terms, conditions and provisions of the Agreement, and further certifies on thisday of, 201 , that the Borrowers are in compliance with the terms of the Agreement, the representations and warranties of the Loan Parties set forth in the Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof and no Default has occurred or is continuing or would result after giving effect to any Borrowing as of the date hereof. Unless otherwise defined herein, capitalized terms used herein without definition are used as defined in the Agreement.'
BORROWER NAME: Frank's International			AUTHORIZED SIGNATURE:

EXHIBIT C

[FORM OF]
COLLATERAL ACCESS AGREEMENT

This Collateral Access Agreement (the “ Agreement ”) is entered into as of _________________, 201__ between _______________ (the “ Landlord ”) and JPMORGAN CHASE BANK, N.A., as administrative agent (the “ Agent ”) for the lenders (collectively referred to herein as the “ Lenders ”) from time to time party to the Loan Documents described below.

Landlord is the owner of the real property commonly known as [Insert Street Address, City, State, Zip Code] (the “ Premises ”).

Landlord has entered into that certain [lease][warehousing][occupancy] agreement or agreements (together with any renewals, extensions, amendments, modifications, substitutions or replacements thereof, the “ Lease ”), a copy of which is attached hereto as Annex A , with _______________, a __________________ [corporation/limited liability company/partnership] (the “ Company ”), with respect to the Premises.

The Company and certain of its affiliates have entered, and may from time to time enter, into a credit agreement and other documents (the “ Loan Documents ”) evidencing a financing arrangement with the Agent and the Lenders. The Company has also agreed to secure its obligations and liabilities under the Loan Documents (the “ Obligations ”) by granting a security interest to the Agent, for the benefit of the Agent and the Lenders, in certain of the Company’s property and assets and all products and proceeds of the foregoing, as more fully described in the Loan Documents (the “ Collateral ”).

In order to enter into the Loan Documents, the Lenders have required that the Company obtain this Agreement from the Landlord in connection with its lease of the Premises, and the Landlord hereby agrees and covenants with the Agent as follows:

1. The Landlord acknowledges that the Lease is in full force and effect and is not aware of any existing default under the Lease.

2. The Landlord acknowledges the validity of the Agent’s lien on the Collateral and waives any interest in the Collateral and agrees not to levy or distrain upon any Collateral or to claim or assert any lien, right or other claim against any Collateral for any reason.

3. The Landlord agrees to give notice to the Agent of the occurrence of any default by the Company under the Lease resulting in termination of the Lease (a “ Default Notice ”) and agrees to permit the Agent to cure any such default within fifteen (15) days of the Agent’s receipt of such Default Notice, but neither the Agent nor any Lender shall be under any obligation to cure any default by the Company under the Lease. No action by the Agent or any Lender pursuant to this Agreement shall be deemed to be an assumption by the Agent or the Lenders of any obligation under the Lease, and except as expressly provided in paragraphs 6, 7 and 8 below, the Agent shall not have any obligation to the Landlord.

4. The Landlord agrees that the Collateral is and shall remain personal property of the Company regardless of the manner or mode of attachment of any item of Collateral to the Premises and shall not be deemed to be fixtures.

5. The Landlord agrees that the Collateral may be inspected and evaluated by the Agent or its designee, without necessity of court order, at any time without payment of any fee.

Exhibit C - 1

6. In the event of default by the Company in the payment or performance of the Obligations or if the Landlord takes possession of the Premises for any reason, including because of termination of the Company’s Lease (each a “ Disposition Event ”), the Landlord agrees that, at the Agent’s option, the Collateral may remain upon the Premises for a period not to exceed ninety (90) days (the “ Disposition Period ”) after (a) the Agent takes possession of the Premises or (b) receipt by the Agent of a Default Notice; provided that the Agent pays rent on a per diem basis for the period of time the Agent remains on the Premises, based upon the amount of rent set forth in the Lease. If any injunction or stay is issued (including an automatic stay due to a bankruptcy proceeding) that prohibits the Agent from removing the Collateral, commencement of the Disposition Period shall be deferred until such injunction or stay is lifted or removed.

7. During any Disposition Period, the Agent (a) or its designee may, without necessity of court order, enter upon the Premises at any time to inspect or remove all or any Collateral from the Premises without interference by the Landlord, and the Agent or its designee may sell, transfer, or otherwise dispose of that Collateral free of all liens, claims, demands, rights and interests that the Landlord may have in that Collateral by law or agreement, including, without limitation, by public auction or private sale (and the Agent may advertise and conduct such auction or sale at the Premises, and shall use reasonable efforts to notify the Landlord of its intention to hold any such auction or sale), in each case, without interference by the Landlord and (b) shall make the Premises available for inspection by the Landlord and prospective tenants and shall cooperate in Landlord’s reasonable efforts to re-lease the Premises.

8. The Agent shall promptly repair, at the Agent’s expense, or reimburse the Landlord for any physical damage to the Premises actually caused by the conduct of any auction or sale and any removal of the Collateral by or through the Agent (ordinary wear and tear excluded). Neither the Agent nor any Lender shall (a) be liable to the Landlord for any diminution in value caused by the absence of any removed Collateral or for any other matter except as specifically set forth herein or (b) have any duty or obligation to remove or dispose of any Collateral or other property left on the Premises by the Company.

9. Without affecting the validity of this Agreement, any of the Obligations may be extended, amended, increased or otherwise modified without the consent of the Landlord and without giving notice thereof to the Landlord. This Waiver shall inure to the benefit of the successor and assigns of the Agent and shall be binding upon the heirs, personal representatives, successors and assigns of the Landlord. The person signing this Agreement on behalf of the Landlord represents to the Agent that he/she has the authority to do so on behalf of the Landlord.

10. All notices hereunder shall be in writing and sent by certified mail (return receipt requested), overnight mail or facsimile (with a copy to be sent by certified or overnight mail), to the other party at the address set forth on the signature page hereto or at such other address as such other party shall otherwise designate in accordance with this paragraph.

11. This Agreement is governed by the laws of the State of New York. Each party hereto agrees that any legal action or proceeding arising out of or relating to this Agreement may be brought in any state or federal court located in New York, New York. By its execution and delivery of this Agreement, each party hereto submits to and accepts, for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of those courts. Each Party hereto waives any claim that the State of New York is not a convenient forum or the proper venue for any such action or proceeding.

12. WAIVER OF SPECIAL DAMAGES. EACH PARTY HERETO WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR

Exhibit C - 2

RECOVER FROM THE OTHER PARTY IN ANY LEGAL ACTION OR PROCEEDING ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.

13. JURY WAIVER. THE LANDLORD AND THE AGENT HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE BETWEEN THE LANDLORD AND THE AGENT IN ANY WAY RELATED TO THIS AGREEMENT.

14. This Agreement shall continue in full force and affect until the indefeasible payment in full of all Obligations.

15. This Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Agreement by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.

16. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement 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.

[Signature Page Follows]

Exhibit C - 3

This Agreement is executed and delivered by the Landlord as of the date first written above.



	LANDLORD




	By:
	Name:
	Title:

	Notice Address:



	Attention:
	Facsimile:

Exhibit C - 4



Accepted and agreed to on ___________________, ___, 201___ by:

JPMORGAN CHASE BANK, N.A. , as Agent for the Lenders


By:
Name:
Title:

Notice Address:



Attention:
Facsimile:

Exhibit C - 5

ANNEX A

COPY OF LEASE

[See attached.]

Exhibit C - 6

EXHIBIT D

[FORM OF]
COMPLIANCE CERTIFICATE

To: The Lenders parties to the

Credit Agreement Described Below

This Compliance Certificate is furnished pursuant to that certain Credit Agreement dated as of November 5th, 2018, (as amended, restated, supplemented, modified, renewed or extended from time to time, the “ Agreement ”) among Frank’s International Management B.V., a Netherlands private limited liability company acting as sole general partner and on behalf of Frank’s International C.V., a Netherlands limited partnership, Frank’s International, LLC, a Texas limited liability company and Blackhawk Group Holdings, LLC, a Delaware limited liability company (collectively, the “ Borrowers ”), the other Loan Parties party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES, ON ITS BEHALF AND ON BEHALF OF THE BORROWERS, THAT:

1. I am the duly elected [_____________] of the Borrower Representative;

2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a review of the transactions and conditions of the Group during the accounting period covered by the financial statements attached hereto as Annex A and such financial statements present fairly in all material respects the financial condition and results of operations of the Group on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

3. The examinations described in paragraph 2 did not disclose, except as set forth below, and I have no knowledge of (i) the existence of any condition or event which constitutes a Default [(except as described below)] during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate or (ii) any change in GAAP or in the application thereof that has occurred since the date of the audited financial statements most recently delivered pursuant to clause (a) of Section 5.01 of the Agreement [(except as described below)];

4. [ Schedule I attached hereto sets forth financial data and computations evidencing the Borrower’s compliance with Section 6.12 of the Agreement, all of which data and computations are true, complete and correct;]

5. Schedule [II] hereto sets forth (i) the computations necessary to determine the Applicable Rate with respect to any Loan payable under the Agreement commencing from the Business Day this certificate is delivered and (ii) the Category from the definition of “Applicable Rate” determined by the computations; and

__________________________

⁴ Include if the Fixed Charge Coverage Ratio is being tested pursuant to Section 6.12 of the Agreement.

Exhibit D - 1

6. The Borrowers are in compliance (calculated on a twelve month trailing basis) with the Minimum Guarantor Coverage Requirement in Section 5.13(d)(ii) of the Agreement.

Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the (i) nature of the condition or event, the period during which it has existed and the action which the Borrowers have taken, are taking, or propose to take with respect to each such condition or event or (ii) the change in GAAP or the application thereof and the effect of such change on the attached financial statements:

__________________________________________________________________________

The foregoing certifications, together with the computations set forth in [ Schedule I and] Schedule [II] hereto and the financial statements attached hereto as Annex A delivered with this Certificate in support hereof, are made and delivered this [______________] day of [___], 201[__].



	FRANK’S INTERNATIONAL, LLC


	By:
	Name:
	Title:

Exhibit D - 2

ANNEX A

FINANCIAL STATEMENTS

[See Attached.]

Exhibit D - 3

SCHEDULE I

Compliance as of ________________, ____ with the provisions of Section 6.12 of the Agreement.

Exhibit D - 4

SCHEDULE II

Borrowers’ Applicable Rate Calculations

(i) Leverage Ratio Computation: _________________________

(ii) Category from Grid in Definition of “Applicable Rate”: ____________________

Exhibit D - 5

EXHIBIT E

[FORM OF]
JOINDER AGREEMENT

THIS JOINDER AGREEMENT (this “ Agreement ”), dated as of ______________, ____, 201__, is entered into between ___________________, a _______________ (the “ New Subsidiary ”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “ Administrative Agent ”) under that certain Credit Agreement dated as of November 5th, 2018 (as the same may be amended, modified, extended or restated from time to time, the “ Credit Agreement ”), among Frank’s International Management B.V., a Netherlands private limited liability company acting as sole general partner and on behalf of Frank’s International C.V., a Netherlands limited partnership, Frank’s International, LLC, a Texas limited liability company and Blackhawk Group Holdings, LLC, a Delaware limited liability company (collectively, the “ Borrowers ” and each, individually, a “ Borrower ”), the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent for the Lenders. All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement.

The New Subsidiary and the Administrative Agent, for the benefit of the Lenders, hereby agree as follows:

1. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a Loan Party under the Credit Agreement and a “Loan Guarantor” for all purposes of the Credit Agreement and shall have all of the obligations of a Loan Party and a Loan Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement, including without limitation (a) all of the representations and warranties of the Loan Parties set forth in Article III of the Credit Agreement, (b) all of the covenants set forth in Articles V and VI of the Credit Agreement and (c) all of the guaranty obligations set forth in Article X of the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary, subject to the limitations set forth in Section 10.01 and Section 10.10 and to the extent applicable, Section 5.15 of the Credit Agreement, hereby guarantees, jointly and severally with the other Loan Guarantors, to the Administrative Agent and the Lenders, as provided in Article X of the Credit Agreement, the prompt payment and performance of the Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof and agrees that if any of the Guaranteed Obligations are not paid or performed in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the New Subsidiary will, jointly and severally together with the other Loan Guarantors, promptly pay and perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

2. If required, the New Subsidiary is, simultaneously with the execution of this Agreement, executing and delivering such Collateral Documents (and such other documents and instruments) as requested by the Administrative Agent in accordance with the Credit Agreement.

3. The address of the New Subsidiary for purposes of Section 9.01 of the Credit Agreement is as follows:

Exhibit E - 1

_______________________________________

4. The New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary upon the execution of this Agreement by the New Subsidiary.

5. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.

6. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the New Subsidiary has caused this Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.



	[NEW SUBSIDIARY]


	By:
	Name:
	Title:

	Acknowledged and accepted:


	JPMORGAN CHASE BANK, N.A. , Administrative Agent


	By:
	Name:
	Title:

Exhibit E - 2

EXHIBIT F-1

[FORM OF]
U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement dated as of November 5 ^th , 2018 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Frank’s International Management B.V., a Netherlands private limited liability company acting as sole general partner and on behalf of Frank’s International C.V., a Netherlands limited partnership, Frank’s International, LLC, a Texas limited liability company and Blackhawk Group Holdings, LLC, a Delaware limited liability company (collectively, the “ Borrowers ” and each, individually a “ Borrower ”), the other Loan Parties party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for the Lenders.

Pursuant to the provisions of Section 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower Representative with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Representative and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Representative and the Administrative Agent with a properly completed and currently effective certificate prior to the first payment to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.



	[NAME OF NEW LENDER]


	By:
	Name:
	Title:

	Date:

Exhibit F-1 - 1

EXHIBIT F-2

[FORM OF]
U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships
For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement dated as of November 5th, 2018 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Frank’s International Management B.V., a Netherlands private limited liability company acting as sole general partner and on behalf of Frank’s International C.V., a Netherlands limited partnership, Frank’s International, LLC, a Texas limited liability company and Blackhawk Group Holdings, LLC, a Delaware limited liability company (collectively, the “ Borrowers ” and each, individually, a “ Borrower ”), the other Loan Parties party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for the Lenders.

Pursuant to the provisions of Section 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate prior to the first payment to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.



	[NAME OF PARTICIPANT LENDER]


	By:
	Name:
	Title:

	Date:

Exhibit F-2 - 1

EXHIBIT F-3

[FORM OF]
U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by a withholding statement together with an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate prior to the first payment to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.



	[NAME OF PARTICIPANT PARTICIPANT]


	By:
	Name:
	Title:

	Date:

Exhibit F-3 - 1

EXHIBIT F-4

[FORM OF]
U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any promissory note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower Representative with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by a withholding statement together with an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Representative and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Representative and the Administrative Agent with a properly completed and currently effective certificate prior to the first payment to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

Exhibit F-4 - 1



	[NAME OF PARTICIPANT LENDER]


	By:
	Name:
	Title:

	Date:

Exhibit F-4 - 2

EXHIBIT G

[FORM OF]
COMMITMENT INCREASE AGREEMENT

THIS COMMITMENT INCREASE AGREEMENT is made and entered into as of _______________, _____ (this “ Agreement ”) to be effective as of the Increase Effective Date (as defined herein), by and among Frank’s International, LLC, a Texas limited liability company (the “ Borrower Representative ”), JPMORGAN CHASE BANK, N.A., as Administrative Agent under the Credit Agreement (as hereinafter defined) and ___________________ (“ Increasing Lender ”).

RECITALS:

WHEREAS, the Borrowers, JPMorgan Chase Bank, N.A., individually as a Lender, as an Issuing Bank and as the Administrative Agent, the other Loan Parties from time to time party thereto, and Increasing Lender and the other financial institutions from time to time party thereto as Lenders are parties to that certain Credit Agreement dated as of November 5th, 2018 (as amended, restated, renewed, supplemented, extended or otherwise modified prior to the date hereof, the “ Credit Agreement ”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

WHEREAS, the Borrower Representative has requested that Increasing Lender agree to increase its Commitment pursuant to, and as contemplated by, Section 2.10 of the Credit Agreement.

AGREEMENTS:

1. Increase in Commitment . Increasing Lender and the Borrower Representative, on behalf of itself and the other Borrowers, agrees that, subject to the satisfaction of each condition precedent set forth in Section 5 hereof, from and after the Increase Effective Date inserted by the Administrative Agent as contemplated below, (a) Increasing Lender’s Commitment shall be increased from $_______________ to $_____________, (b) the Commitment Schedule shall be deemed to be amended to reflect such increased Commitment, and (c) to the extent permitted under applicable law, Increasing Lender shall be entitled to the benefits of, and shall be deemed to have assumed, to the extent of its Applicable Percentage (as increased pursuant to the increase in its Commitment), all claims, suits, causes of action and any other right of a Lender against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing.

2. Disbursement . Subject to the satisfaction of each condition precedent set forth in Section 5 hereof, on the Increase Effective Date, Increasing Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase in the Increasing Lender’s Commitment and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its revised Applicable Percentage of such outstanding Revolving Loans, and the Administrative Agent shall make such other adjustments among the Lenders with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation, (ii) the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the Increase Effective Date (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified

Exhibit G - 1

in a notice delivered by the Borrower Representative, in accordance with the requirements of Section 2.03 of the Credit Agreement). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Loan, shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.16 of the Credit Agreement if the deemed payment occurs other than on the last day of the related Interest Periods.

3. Promissory Note . On the Increase Effective Date, to the extent requested by Increasing Lender, the Borrowers shall prepare, execute and deliver a promissory note payable to Increasing Lender in a principal amount equal to its Commitment (as increased hereby) and otherwise duly completed in accordance with Section 2.10(f) of the Credit Agreement (the “ Increasing Lender Note ”).

4. Certain Agreements of Increasing Lender . Increasing Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and (b) it has received a copy of the most recent financial statements delivered pursuant to Section 5.01 of the Credit Agreement, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement, on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender.

5. Conditions Precedent . The obligation of Increasing Lender to increase its Commitment pursuant hereto and to provide the extensions of credit to the Borrowers thereunder is subject to the satisfaction of each of the following conditions precedent on or before the Increase Effective Date:

(a) to the extent requested by Increasing Lender, the Borrowers shall have executed and delivered to Increasing Lender the Increasing Lender Note;

(b) the Administrative Agent shall have received duly executed counterparts of this Agreement from the Borrower Representative and Increasing Lender, each of which shall be originals or facsimiles or electronic files (e.g., PDF) unless otherwise specified;

(c) the Borrower Representative shall have delivered to Increasing Lender and the Administrative Agent (1) a certificate of an authorized officer of each Loan Party dated as of the Increase Effective Date and certifying (i) that attached thereto are resolutions of the board of directors, managers, members or other appropriate authority of each Loan Party dated on or prior to the Increase Effective Date approving this Agreement, and all other documents, if any, to which such Loan Party is required to enter pursuant to this Agreement and evidencing corporate or other applicable authorization with respect to such documents and the Commitment increase contemplated herein, (ii) the name, title and true signature of each officer of such Loan Party (and in the case of the Borrowers, its Financial Officers) authorized to execute this Agreement, and all other documents, if any, to which such Loan Party is required to enter pursuant to this Agreement and to provide the certifications required pursuant to this Agreement, and (iii) that attached thereto is (A) a true and complete copy of the certificate of incorporation, formation or organization, as applicable, certified by the appropriate Governmental Authority of the jurisdiction of incorporation, formation or organization of such Loan Party and (B) the bylaws, limited liability company agreement or other applicable organizational documents of such Loan Party, each as amended to date, or, in each case, certifying that such documents have not been amended, modified or replaced since the most recent delivery and certification thereof to the Administrative Agent pursuant to the Credit Agreement or any other Loan Document; and (2) a good standing certificate, as of a recent date, for each Loan Party from its jurisdiction

Exhibit G - 2

of organization or the substantive equivalent available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction;

(d) to the extent requested by the Increasing Lender or the Administrative Agent, the Borrower Representative shall have delivered to Increasing Lender and the Administrative Agent an opinion of Vinson & Elkins LLP, counsel to the Borrowers, dated as of the Increase Effective Date addressed to Increasing Lender and Administrative Agent and covering such matters as Increasing Lender and/or the Administrative Agent may reasonably request;

(e) the Borrower Representative shall have delivered to Increasing Lender and the Administrative Agent a certificate of a Financial Officer of the Borrower Representative dated as of the Increase Effective Date and certifying, before and after giving effect to the Commitment increase being effected hereunder, that (i) no Default exists, (ii) unless waived , each of the conditions required by this Section 5 and required by the Credit Agreement to be performed or satisfied on or before the Increase Effective Date have been satisfied (assuming satisfaction of the Administrative Agent and the Increasing Lender, as applicable), (iii) if during an Activation Period, the Borrower Representative is in compliance (on a pro forma basis) with the covenant contained in Section 6.12 of the Credit Agreement and (iv) each representation and warranty of the Borrower Representative contained herein, in Article III of the Credit Agreement and in the other Loan Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) except to the extent that such representation and warranty specifically refers to an earlier date, in which case it is true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date;

(f) the Borrowers shall have paid (a) all reasonable and documented out-of-pocket costs, fees and expenses (including, without limitation, legal fees and expenses) associated with the Commitment increase and the transactions contemplated hereby payable to the Administrative Agent, Increasing Lender and JPMorgan Chase Bank, N.A. (or any of its Affiliates), as applicable and (b) all other reasonable and documented out-of-pocket costs, fees, expenses (including, without limitation, the fees set forth in the Fee Letter) and other compensation contemplated by the Credit Agreement and the Fee Letter;

(g) all representations and warranties contained herein, in Article III of the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) with the same effect as though such representations and warranties had been made on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date;

(h) there shall not exist a Default or Event of Default; and

(i) the Borrower Representative shall have delivered to the Administrative Agent a duly executed Borrowing Request in accordance with the requirements of Section 2.03 of the Credit Agreement and Section 2 hereof.

6. Certain Representations and Warranties . In order to induce the Administrative Agent and Increasing Lender to enter into this Agreement, the Borrower Representative hereby represents and warrants to the Administrative Agent and Increasing Lender that each statement set forth in this Section 6 is true and correct on the date hereof and will be true and correct in all material respects on the Increase Effective Date. Each such representation and warranty shall survive the execution and delivery of this Agreement and shall not be qualified or limited by any investigation undertaken by the Administrative Agent or Increasing Lender

Exhibit G - 3

or any actual or constructive knowledge the Administrative Agent or Increasing Lender may have or be charged with indicating that any such representation or warranty is inaccurate or incomplete in any respect.

(a) The transactions contemplated herein and the Borrower Representative’s execution, delivery and performance of this Agreement are within the Borrower Representative’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders;

(b) this Agreement has been duly executed and delivered by the Representative and constitutes the legal, valid and binding obligation of the Borrower Representative and is enforceable 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;

(c) the transactions contemplated hereby and the Borrower Representative’s execution, delivery and performance of this Agreement (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect (ii) will not violate any material Requirement of Law applicable to the Borrowers, (iii) will not violate or result in a “default” or “event of default” under any indenture, agreement or other instrument binding upon the Borrowers or the assets of the Borrowers, or give rise to a right thereunder to require any payment to be made by the Borrowers, and (iv) will not result in the creation or imposition of any Lien on any asset of the Borrowers, except Liens created pursuant to the Loan Documents;

(d) each representation and warranty of the Loan Parties contained in the Credit Agreement and the other Loan Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on the date hereof and will be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the Increase Effective Date and after giving effect to the Borrowing of the Loans being made hereunder (unless such representation and warranty is expressly limited to an earlier date); and

(e) no Default or Event of Default has occurred which is continuing.

7. Notice . All notices, requests and other communications to any party hereunder shall be given in the manner set forth in Section 9.01 of the Credit Agreement.

8. Benefit of Agreement . This Agreement and the other documents that may be required pursuant hereto shall be binding upon and inure to the benefit of and be enforceable by the respective permitted successors and assigns of the parties hereto, provided that the Borrower Representative may not assign or transfer any of its interest hereunder or thereunder without the prior written consent of the Administrative Agent and Increasing Lender.

9. Amendment and Waiver . Neither this Agreement nor any terms hereof, may be amended, supplemented or modified except in accordance with the provisions of Section 9.02 of the Credit Agreement.

10. Loan Document . On and after the Increase Effective Date, this Agreement and the Increasing Lender Note (if delivered pursuant hereto) are Loan Documents for all purposes of the Credit Agreement and the other Loan Documents.

11. Entire Agreement . The Increasing Lender Note, this Agreement, the Credit Agreement and the other Loan Documents embody the entire agreement and understanding between the Borrower Representative, the Administrative Agent and Increasing Lender and supersede all prior agreements and

Exhibit G - 4

understandings between such parties relating to the subject matter hereof and thereof and may not be contradicted by evidence of prior or contemporaneous agreements of the parties. There are no unwritten oral agreements between the parties.

12. Counterparts . This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original but all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by any Electronic System shall be effective as delivery of a manually executed counterpart of this Agreement.

13. Further Assurances . The Borrower Representative and Increasing Lender agree to execute, acknowledge, deliver, file and record such further certificates, instruments and documents, and to do all other acts and things as may be reasonably requested by the Administrative Agent as reasonably necessary or advisable pursuant to this Agreement or the Credit Agreement.

14. Governing Law . This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and be governed by the internal laws of the State of New York and, to the extent controlling, laws of the United States of America.

15. Increase Effective Date . This Agreement shall be effective upon the date (the “ Increase Effective Date ”) specified by the Administrative Agent below its signature below.

16. Miscellaneous . The provisions of Sections 9.09 (other than clause (a) thereof) and 9.10 of the Credit Agreement are incorporated by reference herein and made a part hereof.

17. Severability . Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

[Signature Page Follows]

Exhibit G - 5

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Increase Effective Date.



	[●]


	By:
	Name:
	Title:


	[INCREASING LENDER]


	By:
	Name:
	Title:


	JPMORGAN CHASE BANK, N.A. , as the Administrative Agent


	By:
	Name:
	Title:


	Increasing Effective Date:
	, 201___.

Exhibit G - 6

ACKNOWLEDGMENT AND REAFFIRMATION

Each of the undersigned Loan Parties and other Guarantors, as applicable (collectively, the “ Reaffirmation Parties ”) hereby acknowledges and agrees to the foregoing terms and provisions. Each of the Reaffirmation Parties hereby ratifies, confirms, and reaffirms all of its representations, warranties and covenants contained in the Credit Agreement and the other Loan Documents to which it is a party. Each of the Reaffirmation Parties, as debtor, grantor, pledgor, guarantor, assignor, or in any other similar capacity in which such Reaffirmation Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (a) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and (b) to the extent such Reaffirmation Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby.

[Signature Pages Follow]

Exhibit G - 7






	[REAFFIRMATION PARTIES]


	By:
	Name:
	Title:

Exhibit G - 8

EXHIBIT H

[FORM OF]
ADDITIONAL LENDER AGREEMENT

THIS ADDITIONAL LENDER AGREEMENT is made and entered into as of ____________, ____ (this “ Additional Lender Agreement ”) to be effective as of the Joinder Effective Date (as defined herein), by and among Frank’s International, LLC, a Texas limited liability company (the “ Borrower Representative ”), JPMORGAN CHASE BANK, N.A., as Administrative Agent under the Credit Agreement (as hereinafter defined), and____________________ (“ Additional Lender ”).

RECITALS:

WHEREAS, the Borrowers, JPMorgan Chase Bank, N.A., individually as a Lender, as an Issuing Bank and as the Administrative Agent, the other Loan Parties from time to time party thereto and the other financial institutions parties thereto as Lenders are parties to that certain Credit Agreement dated as of November 5th, 2018 (as amended, restated, renewed, supplemented, extended or otherwise modified prior to the date hereof, the “ Credit Agreement ”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

WHEREAS, the Borrower Representative has requested that Additional Lender become a party to the Credit Agreement as a Lender and provide a Commitment thereunder pursuant to, and as contemplated by, Section 2.10 of the Credit Agreement.

AGREEMENTS:

1. Joinder/Commitment . The Additional Lender and the Borrower Representative, on behalf of itself and on behalf of the other Borrowers, agree that, subject to the satisfaction of each condition precedent set forth in Section 5 hereof, from and after the Joinder Effective Date inserted by the Administrative Agent as contemplated below, (a) Additional Lender shall be a party to the Credit Agreement as a Lender and is subject to all rights and obligations of a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent of its Applicable Percentage, (b) Additional Lender’s Commitment is in the amount of $____________________, (c) the Commitment Schedule to the Credit Agreement shall be deemed to be amended to reflect Additional Lender’s Commitment, and (d) to the extent permitted under applicable law, Additional Lender shall be entitled to the benefits of, and shall be deemed to have assumed, to the extent of its Applicable Percentage, all claims, suits, causes of action and any other right of a Lender against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing.

2. Disbursement . Subject to the satisfaction of each condition precedent set forth in Section 5 hereof, on the Joinder Effective Date, (i) Additional Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to the Additional Lender’s Commitment and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its revised Applicable Percentage of such outstanding Revolving Loans, and the Administrative Agent shall make such other adjustments among the Lenders with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation and (ii) the Borrower Representative shall be

Exhibit H - 1

deemed to have repaid and reborrowed all outstanding Revolving Loans as of the Joinder Effective Date (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower Representative, in accordance with the requirements of Section 2.03 of the Credit Agreement). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Loan, shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.16 of the Credit Agreement if the deemed payment occurs other than on the last day of the related Interest Periods.

3. Promissory Note . On the Joinder Effective Date, to the extent requested by Additional Lender, the Borrower Representative shall prepare, execute and deliver a promissory note payable to Additional Lender in a principal amount equal to its Commitment and otherwise duly completed in accordance with Section 2.10(f) of the Credit Agreement (the “ Additional Lender Note ”).

4. Certain Agreements of Additional Lender . Additional Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Additional Lender Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Lender, (iii) from and after the Joinder Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its Applicable Percentage, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Additional Lender Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) attached to this Additional Lender Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, Section 2.17 thereof, if applicable) duly completed and executed by Additional Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

5. Conditions Precedent . The obligation of Additional Lender to become a party to the Credit Agreement as a Lender thereunder, to issue its Commitment pursuant thereto and hereto and to provide extensions of credit to the Borrowers thereunder is subject to the satisfaction of each of the following conditions precedent on or before the Joinder Effective Date:

(a) to the extent requested by Additional Lender, the Borrower Representative shall have executed and delivered to Additional Lender the Additional Lender Note;

(b) the Administrative Agent shall have received duly executed counterparts of this Additional Lender Agreement from the Borrower Representative and Additional Lender, each of which shall be originals or facsimiles or electronic files (e.g., PDF) unless otherwise specified;

(c) the Borrower Representative shall have delivered to Additional Lender and the Administrative Agent (1) a certificate of an authorized officer of each Loan Party dated as of the Joinder Effective Date and certifying (i) that attached thereto are resolutions of the board of directors, managers, members or other appropriate authority of each Loan Party dated on or prior to the Joinder Effective Date approving this Additional Lender Agreement, and all other documents, if any, to which such Loan Party is

Exhibit H - 2

required to enter pursuant to this Additional Lender Agreement and evidencing corporate or other applicable authorization with respect to such documents and the addition to Commitments contemplated hereby, (ii) the name, title and true signature of each officer of such Loan Party (and in the case of the Borrowers, its Financial Officers) authorized to execute this Additional Lender Agreement, and all other documents, if any, to which such Loan Party is required to enter pursuant to this Additional Lender Agreement, and to provide the certifications required pursuant to this Additional Lender Agreement, and (iii) that attached thereto is (A) a true and complete copy of the certificate of incorporation, formation or organization, as applicable, certified by the appropriate Governmental Authority of the jurisdiction of incorporation, formation or organization of such Loan Party and (B) the bylaws, limited liability company agreement or other applicable organizational documents of such Loan Party, each as amended to date; and (2) a good standing certificate, as of a recent date, for each Loan Party from its jurisdiction of organization or the substantive equivalent available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction;

(d) to the extent requested by the Additional Lender or Administrative Agent, the Borrower Representative shall have delivered to Additional Lender and the Administrative Agent an opinion of Vinson & Elkins LLP, counsel to the Borrowers, dated as of the Joinder Effective Date addressed to Additional Lender and Administrative Agent and covering such matters as Additional Lender and/or the Administrative Agent may reasonably request;

(e) the Borrower Representative shall have delivered to Additional Lender and the Administrative Agent a certificate of a Financial Officer of the Borrower Representative dated as of the Joinder Effective Date and certifying, before and after giving effect to the addition to Commitments being effected hereunder, that (i) no Default exists, (ii) unless waived , each of the conditions required by this Section 5 and required by the Credit Agreement to be performed or satisfied on or before the Joinder Effective Date have been satisfied (assuming satisfaction of the Administrative Agent and the Additional Lender, as applicable), (iii) if during an Activation Period, the Borrower Representative is in compliance (on a pro forma basis) with the covenant contained in Section 6.12 of the Credit Agreement and (iv) each representation and warranty of the Borrower Representative contained herein and in Article III of the Credit Agreement and in the other Loan Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein), except to the extent that such representation and warranty specifically refers to an earlier date, in which case it is true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date;

(f) the Borrower Representative shall have paid (a) all reasonable and documented out-of-pocket costs, fees and expenses (including, without limitation, legal fees and expenses) associated with the Commitment increase and the transactions contemplated hereby payable to the Administrative Agent, Increasing Lender and JPMorgan Chase Bank, N.A. (or any of its Affiliates), as applicable and (b) all other reasonable and documented out-of-pocket costs, fees, expenses (including, without limitation, the fees set forth in [the Fee Letter(s)] ⁵ ) and other compensation contemplated by the Credit Agreement and [the Fee Letter(s)];;

(g) all representations and warranties contained herein, in Article III of the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) with the same effect as though such representations and warranties had been made on and as of the Joinder Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date;

__________________________

⁵ Insert appropriate references to any applicable fee letter.

Exhibit H - 3

(h) there shall not exist a Default or Event of Default; and

6. Certain Representations and Warranties . In order to induce the Administrative Agent and Additional Lender to enter into this Additional Lender Agreement, the Borrower Representative hereby represents and warrants to the Administrative Agent and Additional Lender that each statement set forth in this Section 6 is true and correct on the date hereof and will be true and correct on the Joinder Effective Date. Each such representation and warranty shall survive the execution and delivery of this Additional Lender Agreement and shall not be qualified or limited by any investigation undertaken by the Administrative Agent or Additional Lender or any actual or constructive knowledge the Administrative Agent or Additional Lender may have or be charged with indicating that any such representation or warranty is inaccurate or incomplete in any respect.

(a) The transactions contemplated herein and the Borrower Representative’s execution, delivery and performance of this Additional Lender Agreement are within the Borrower Representative’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders;

(b) this Additional Lender Agreement has been duly executed and delivered by the Borrower Representative and constitutes the legal, valid and binding obligation of the Borrower Representative and is enforceable in accordance with its terms (except that enforcement may be subject to any applicable bankruptcy, insolvency or similar laws generally affecting the enforcement of creditors’ rights and subject to the availability of equitable remedies), 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;

(c) the transactions contemplated hereby and the Borrower Representative’s execution, delivery and performance of this Additional Lender Agreement (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect (ii) will not violate any material Requirement of Law applicable to the Borrowers, (iii) will not violate or result in a “default” or “event of default” under any indenture, agreement or other instrument binding upon the Borrowers or the assets of the Borrowers, or give rise to a right thereunder to require any payment to be made by the Borrowers, and (iv) will not result in the creation or imposition of any Lien on any asset of the Borrowers, except Liens created pursuant to the Loan Documents;

(d) each representation and warranty of the Loan Parties contained in the Credit Agreement and the other Loan Documents is true and correct on the date hereof in all material respects (without duplication of any materiality qualifier contained therein) and will be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the Joinder Effective Date and after giving effect to the Borrowing of the Loans being made hereunder (unless such representation and warranty is expressly limited to an earlier date); and

(e) no Default or Event of Default has occurred which is continuing.

Exhibit H - 4

7. Notice . All notices, requests and other communications to any party hereunder shall be given in the manner set forth in Section 9.01 of the Credit Agreement. The initial notice address for Additional Lender shall be [__________________].

8. Benefit of Agreement . This Additional Lender Agreement and the other documents that may be required pursuant hereto shall be binding upon and inure to the benefit of and be enforceable by the respective permitted successors and assigns of the parties hereto, provided that the Borrower Representative may not assign or transfer any of its interest hereunder or thereunder without the prior written consent of the Administrative Agent and Additional Lender.

9. Amendment and Waiver . Neither this Additional Lender Agreement nor any terms hereof, may be amended, supplemented or modified except in accordance with the provisions of Section 9.02 of the Credit Agreement.

10. Loan Document . On and after the Joinder Effective Date, this Additional Lender Agreement and the Additional Lender Note (if delivered pursuant hereto) are Loan Documents for all purposes of the Credit Agreement and the other Loan Documents.

11. Entire Agreement . The Additional Lender Note, this Additional Lender Agreement, the Credit Agreement and the other Loan Documents embody the entire agreement and understanding between the Borrower Representative, the Administrative Agent and Additional Lender and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof and may not be contradicted by evidence of prior or contemporaneous agreements of the parties. There are no unwritten oral agreements between the parties.

12. Counterparts . This Additional Lender Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original but all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Additional Lender Agreement by any Electronic System shall be effective as delivery of a manually executed counterpart of this Additional Lender Agreement.

14. Governing Law . This Additional Lender Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and be governed by the internal laws of the State of New York and, to the extent controlling, laws of the United States of America.

15. Joinder Effective Date . This Additional Lender Agreement shall be effective upon the date (the “ Joinder Effective Date ”) specified by the Administrative Agent below its signature below.

16. Miscellaneous . The provisions of Sections 9.09 (other than clause (a) thereof) and 9.10 of the Credit Agreement are incorporated by reference herein and made a part hereof.

17. Severability . Any provision of this Additional Lender Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining

Exhibit H - 5

provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Exhibit H - 6

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Joinder Effective Date.



	[●]


	By:
	Name:
	Title:


	[ADDITIONAL LENDER]


	By:
	Name:
	Title:


	JPMORGAN CHASE BANK, N.A. , as the Administrative Agent


	By:
	Name:
	Title:


	Joinder Effective Date:
	, 201___.

Exhibit H - 7

ACKNOWLEDGMENT AND REAFFIRMATION

Each of the undersigned Loan Guarantors, as applicable (collectively, the “ Reaffirmation Parties ”) hereby acknowledges and agrees to the foregoing terms and provisions. Each of the Reaffirmation Parties hereby ratifies, confirms, and reaffirms all of its representations, warranties and covenants contained in the Credit Agreement and the other Loan Documents to which it is a party. Each of the Reaffirmation Parties, as debtor, grantor, pledgor, guarantor, assignor, or in any other similar capacity in which such Reaffirmation Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (a) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and (b) to the extent such Reaffirmation Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby.

[Signature Pages Follow]

Exhibit H - 8




	[REAFFIRMATION PARTIES]


	By:
	Name:
	Title:

Exhibit H - 9

EXHIBIT 10.2

U.S. PLEDGE AND SECURITY AGREEMENT

THIS U.S. PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “ Security Agreement ”) is entered into as of November 5, 2018 (the “ Effective Date ”), by and among each grantor that is a signatory hereto and any additional entities which become parties to this Security Agreement by executing a Security Agreement Supplement in substantially the form of Annex I hereto (such additional entities together with the grantors that are signatories hereto, each a “ Grantor ” and collectively, the “ Grantors ”) and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “ Administrative Agent ”) for the Secured Parties party to the Credit Agreement referred to below.

PRELIMINARY STATEMENT

WHEREAS, the Grantors, the Administrative Agent and the Lenders are entering into that certain Credit Agreement dated as of November 5, 2018 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”).

WHEREAS, the Lenders party to the Credit Agreement have agreed to extend credit to the Borrowers, in each case subject to the terms and conditions set forth in the Credit Agreement.

WHEREAS, each Grantor is entering into this Security Agreement in order to induce the Lenders to enter into and extend credit to the Borrowers under the Credit Agreement and to secure the Secured Obligations that it has agreed to guarantee pursuant to Article X of the Credit Agreement.

NOW, THEREFORE, the Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Terms Defined in Credit Agreement . All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

Section 1.2 Terms Defined in UCC . Terms defined in the UCC which are not otherwise defined in this Security Agreement are used herein as defined in the UCC.

Section 1.3 Definitions of Certain Terms Used Herein . As used in this Security Agreement, in addition to the terms defined in the first paragraph hereof and in the Preliminary Statement, the following terms shall have the following meanings:

“ Account ” shall have the meaning set forth in Article 9 of the UCC.

“ Article ” means a numbered article of this Security Agreement, unless another document is specifically referenced.

“ Chattel Paper ” shall have the meaning set forth in Article 9 of the UCC.

“ Collateral ” shall have the meaning set forth in Article II .

“ Collateral Deposit Account ” shall have the meaning set forth in Section 7.1(a) .

“ Collateral Report ” means any certificate (including any Borrowing Base Certificate), report or other document delivered by any Grantor to the Administrative Agent or any Lender with respect to the Collateral pursuant to any Loan Document.

“ Commercial Tort Claims ” means the existing commercial tort claims (as that term is defined in Article 9 of the UCC) of the Grantors.

“ Commodity Account ” shall have the meaning set forth in Article 9 of the UCC.

“ Commodity Account Control Agreement ” means an agreement, in form and substance reasonably satisfactory to the Administrative Agent, among any Grantor, a commodity intermediary holding such Grantor’s assets, including funds and commodity contracts, and the Administrative Agent with respect to collection and control of all deposits, commodity contracts and other balances held in a Commodity Account maintained by any Grantor with such commodity intermediary.

“ Control ” shall have the meaning set forth in Article 8 or, if applicable, in Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the UCC.

“ Copyrights ” means all rights, title and interests (and all related IP Ancillary Rights) under any Requirement of Law in or relating to copyrights and all mask works, database and design rights, whether or not registered or published, all registrations and recordations thereof and all applications in connection therewith.

“ Default ” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“ Deposit Account ” shall have the meaning set forth in Article 9 of the UCC.

“ Deposit Account Control Agreement ” means an agreement, in form and substance reasonably satisfactory to the Administrative Agent, among any Grantor, a banking institution holding such Grantor’s funds, and the Administrative Agent with respect to collection and control of all deposits and balances held in a deposit account maintained by such Grantor with such banking institution.

“ Document ” shall have the meaning set forth in Article 9 of the UCC.

“ Effective Date ” means the date of this Security Agreement.

“ Equipment ” shall have the meaning set forth in Article 9 of the UCC.

“ Event of Default ” means an event described in Section 5.1 .

“ Excluded Assets ” means:


(a)	any Equity Interest in a Domestic Subsidiary representing more than 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of each Domestic Subsidiary that is a FSHCO (other than any Excluded Subsidiary pursuant to clause (b) of the definition thereof in the Credit Agreement) (which,

for the avoidance of doubt, does not include 100% of the issued and outstanding Equity Interests not entitled to vote);

(b)

(i) any Equity Interest in a Foreign Subsidiary that is subject to a pledge under another Security Agreement in effect in favor of the Administrative Agent and (ii) any Equity Interest in a Significant Foreign Subsidiary that is a First-Tier Foreign Subsidiary representing more than 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (which, for the avoidance of doubt, does not include 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary);

(c)

any Equity Interests in a Person to the extent (i) a Lien thereon is prohibited by the organizational documents of such Person without the consent of one or more third parties ( provided that such third parties are not affiliates of any Grantor or Group member) and such consent has not been obtained after using commercially reasonable efforts to do so, or (ii) such Equity Interests are otherwise pledged to secure obligations of a Grantor pursuant to a joint venture arrangement permitted under the Credit Agreement;

(d)

any rights or interests in any agreement, lease, permit or license agreement, or other property or assets, in each case, to the extent that and for so long as the creation of a Lien on such assets would (i) under the express terms thereof, result in a breach of the terms thereof or constitute a default thereunder, (ii) under the express terms thereof, create a right of termination in favor of any party thereunder (other than a Grantor), (iii) would require the consent of a Governmental Authority with jurisdiction over such asset or property, in each case which has not been obtained, or (iv) violate any Requirement of Law, in each case for the foregoing subclauses (i), (ii) and (iii), other than to the extent such term has been waived by the applicable party or Governmental Authority, as applicable or would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408, 9-409 or other applicable provisions of the UCC of any relevant jurisdiction or any other applicable law, provided that, immediately upon the ineffectiveness, lapse or termination or any such express term, such asset shall automatically cease to constitute “Excluded Assets”;


(e)	any Excluded Deposit Account;


(f)	any Intellectual Property;


(g)	any real property of any Grantor (whether owned or leased) and any Fixtures attached thereto;


(h)	any property in which a Lien can only be perfected by action with respect to a certificate of title;

(i)

any property or assets subject to a Lien securing purchase money indebtedness or similar arrangements permitted to be incurred pursuant to Section 6.02(f) of the Credit Agreement to the extent that if the contract or other agreement in which such Lien is granted (or the documentation providing for such indebtedness or other similar arrangement) validly prohibits the creation of any other Lien on such property or asset or if such contract or other agreement would be breached or give any party (other than any grantor) the right to termination of such contract or agreement as a result of creation of such security interest or Lien;


(j)	Excluded Commercial Tort Claims;


(k)	Excluded Letter-of-Credit Rights;


(l)	any Equity Interests or assets in any Excluded Subsidiary;


(m)	any assets requiring perfection through control (other than Deposit Accounts (other than any Excluded Deposit Account), Securities Accounts, or Commodity Accounts and certificated capital stock of any Grantor or any of their subsidiaries not otherwise constituting Excluded Assets); and


(n)	to the extent not otherwise listed above as Excluded Assets, those assets of a Grantor with respect to which, in the sole discretion of the Administrative Agent, the burdens, costs or consequences of obtaining and/or perfecting a Lien on such assets are excessive in view of the benefits to be obtained by the Secured Parties;

provided , that Excluded Assets shall not include any right to receive proceeds from the sale or other disposition of Excluded Assets, any proceeds, products, substitutions or replacements of any Excluded Assets (unless such rights, proceeds, products, substitutions or replacements independently constitute Excluded Assets), all of which shall expressly be Collateral (which Collateral, for the avoidance of doubt, may be used, reinvested, or otherwise applied by the applicable Grantors as permitted by the Credit Agreement). In addition, to the extent that such property constitutes Excluded Assets due to the failure of any Grantor to obtain consent as described in paragraph (i) of clause (c) or clause (d), such grantor shall use its commercially reasonable efforts to obtain such consent, and, upon obtaining such consent, such property shall cease to constitute Excluded Assets.

“ Excluded Commercial Tort Claims ” means any Commercial Tort Claim of which the value of damages under such claim does not exceed $500,000 at any time, individually; provided that the total value of all Commercial Tort Claims does not exceed in aggregate at any time $750,000.

“ Excluded Letter-of-Credit Rights ” means any Letter-of-Credit Right the value of which does not exceed $250,000 at any time, individually; provided that the total value of such rights does not exceed in aggregate at any time $500,000.

“ Exhibit ” refers to a specific exhibit to this Security Agreement, unless another document is specifically referenced.

“ Fixtures ” shall have the meaning set forth in Article 9 of the UCC.

“ General Intangibles ” shall have the meaning set forth in Article 9 of the UCC.

“ Goods ” shall have the meaning set forth in Article 9 of the UCC.

“ Industrial Designs ” means all right, title and interest (and all related IP Ancillary Rights) under any Requirement of Law in or relating to registered industrial designs and industrial design applications.

“ Instruments ” shall have the meaning set forth in Article 9 of the UCC.

“ Intellectual Property ” means all rights, title and interests in or relating to intellectual property and industrial property arising under any Requirement of Law and all IP Ancillary Rights relating thereto,

including, without limitation, all Copyrights, Patents, Industrial Designs, Software, Trademarks, Internet Domain Names, Trade Secrets and IP Licenses.

“ Internet Domain Name ” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to internet domain names.

“ Inventory ” shall have the meaning set forth in Article 9 of the UCC.

“ Investment Property ” shall have the meaning set forth in Article 9 of the UCC.

“ IP Ancillary Rights ” means, with respect to any Intellectual Property, as applicable, all foreign counterparts to, and all divisionals, reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds and Liabilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect to such Intellectual Property throughout the world, including all rights to sue or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other IP Ancillary Right throughout the world.

“ IP License ” means all contractual obligations (and all related IP Ancillary Rights), whether written or oral, granting any right, title and interest in or relating to any Intellectual Property.

“ Lenders ” means the lenders party to the Credit Agreement and their successors and assigns.

“ Letter-of-Credit Rights ” shall have the meaning set forth in Article 9 of the UCC.

“ Liabilities ” means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions, costs, fees, Taxes, commissions, charges, disbursements and expenses (including those incurred upon any appeal or in connection with the preparation for and/or response to any subpoena or request for document production relating thereto), in each case of any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual, punitive, treble or otherwise.

“ Material Collateral Locations ” shall have the meaning set forth in Section 3.4 .

“ Patents ” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to letters patent and applications therefor.

“ Pledged Collateral ” means all Instruments, Securities and other Investment Property of the Grantors, whether or not physically delivered to the Administrative Agent pursuant to this Security Agreement.

“ Proceeds ” shall have the meaning set forth in Article 9 of the UCC.

“ Receivables ” means the Accounts, Chattel Paper, Documents, Investment Property, Instruments and any other rights or claims to receive money which are General Intangibles or which are otherwise included as Collateral.

“ Required Secured Parties ” means (a) prior to an acceleration of the Obligations under the Credit Agreement, the Required Lenders, (b) after an acceleration of the Obligations under the Credit Agreement but prior to the date upon which the Credit Agreement has terminated by its terms and all of the obligations

thereunder have been Paid in Full, Lenders holding in the aggregate at least a majority of the total of the Aggregate Credit Exposure, and (c) after the Credit Agreement has terminated by its terms and all of the Obligations thereunder have been Paid in Full (whether or not the Obligations under the Credit Agreement were ever accelerated), the Secured Parties holding in the aggregate at least a majority of the aggregate net early termination payments and all other amounts then due and unpaid from any Grantor to the Secured Parties in respect of the Secured Obligations, as determined by the Administrative Agent in its reasonable discretion; provided that, as long as there are less than three (3) Lenders, Required Secured Parties shall mean all Lenders.

“ Section ” means a numbered section of this Security Agreement, unless another document is specifically referenced.

“ Securities Account ” shall have the meaning set forth in Article 8 of the UCC.

“ Securities Account Control Agreement ” means an agreement, in form and substance reasonably satisfactory to the Administrative Agent, among any Grantor, a securities intermediary holding such Grantor’s assets, including funds and securities, and the Administrative Agent with respect to collection and control of all deposits, securities and other balances held in a securities account maintained by any Grantor with such securities intermediary.

“ Security ” shall have the meaning set forth in Article 8 of the UCC.

“ Security Agreement Supplement ” shall mean any Security Agreement Supplement to this Security Agreement in substantially the form of Annex I hereto executed by a Person that becomes a Grantor under this Security Agreement after the date hereof.

“ Software ” means (a) all computer programs, including source code and object code versions, (b) all data, databases and compilations of data, whether machine readable or otherwise, and (c) all documentation, training materials and configurations related to any of the foregoing.

“ Stock Rights ” means all dividends, instruments or other distributions and any other right or property which the Grantors shall receive or shall become entitled to receive for any reason whatsoever with respect to, in substitution for or in exchange for any Equity Interest constituting Collateral, any right to receive an Equity Interest and any right to receive earnings, in which the Grantors now have or hereafter acquire any right, issued by an issuer of such Equity Interest.

“ Supporting Obligations ” shall have the meaning set forth in Article 9 of the UCC.

“ Trademarks ” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers and, in each case, all goodwill associated therewith, all registrations and recordations thereof and all applications in connection therewith.

“ Trade Secrets ” mean all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to proprietary, confidential and/or non-public information, however documented, including but not limited to confidential ideas, know-how, concepts, methods, processes, formulae, reports, data, customer lists, mailing lists, business plans and all other trade secrets.

“ UCC ” means the Uniform Commercial Code, as in effect from time to time, of the State of New York or of any other state the laws of which are required as a result thereof to be applied in connection with the attachment, perfection or priority of, or remedies with respect to, Administrative Agent’s or any other Secured Party’s Lien on any Collateral.

The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms. Any reference herein to Articles, Sections, Annexes, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement (including as amended pursuant to any Exhibit Amendment delivered to the Administrative Agent and supplemented by any Security Agreement Supplement delivered to the Administrative Agent).

ARTICLE II

GRANT OF SECURITY INTEREST

Each Grantor hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Secured Parties, a security interest in all of its right, title and interest in, to and under all personal property and assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of such Grantor (including under any trade name or derivations thereof), and whether owned or consigned by or to, or leased from or to, such Grantor, and regardless of where located (all of which will be collectively referred to as the “ Collateral ”), including:

(a) all Accounts;

(b) all Chattel Paper;

(d) all Equipment;

(e) all General Intangibles;

(f) all Goods;

(g) all Instruments;

(h) all Inventory;

(i) all Investment Property;

(j) all cash or cash equivalents;

(k) all Letter-of-Credit Rights (other than Excluded Letter-of-Credit Rights);

(l) and Supporting Obligations;

(m) all Deposit Accounts with any bank or other financial institution;

(n) all Commodity Accounts;

(o) all Securities Accounts;

(p) all Commercial Tort Claims (other than Excluded Commercial Tort Claims); and

(q) except to the extent such property constitutes Excluded Assets, all accessions to, substitutions for and replacements, proceeds (including Stock Rights), insurance proceeds and products of the foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto and any General Intangibles at any time evidencing or relating to any of the foregoing;

to secure the prompt and complete payment and performance of the Secured Obligations; provided however , that Collateral (and each defined term used in the definition of “Collateral”) shall not include any Excluded Assets; and provided further , that if and when any property shall cease to be Excluded Assets, such property shall be deemed at all times from and after such date to constitute Collateral.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each Grantor represents and warrants, and each Grantor that becomes a party to this Security Agreement pursuant to the execution of a Security Agreement Supplement represents and warrants (after giving effect to supplements, if any, to each of the Exhibits hereto with respect to such Grantor as attached to such Security Agreement Supplement), to the Administrative Agent and the other Secured Parties that:

Section 3.1 Title, Authorization, Validity, Enforceability, Perfection and Priority . Such Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, except for minor irregularities or deficiencies in title that, individually or in the aggregate, do not materially interfere with any Grantor’s ability to conduct its business as currently conducted or to utilize such property for its intended purpose, free and clear of all Liens except for Liens permitted under Section 4.1(e) , and has full power and authority to grant to the Administrative Agent the security interest in the Collateral pursuant hereto. The execution and delivery by such Grantor of this Security Agreement has been duly authorized by proper corporate, limited liability company, partnership, or other similar organizational actions, as applicable, of such Grantor, and this Security Agreement constitutes a legal valid and binding obligation of such Grantor and creates a security interest which is enforceable against such Grantor in all Collateral it now owns or hereafter acquires, 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. When financing statements have been filed in the appropriate offices against such Grantor in the locations listed on Exhibit E , the Administrative Agent will have a fully perfected first priority security interest in that Collateral of such Grantor in which a security interest may be perfected by filing, and otherwise subject only to Liens permitted under Section 4.1(e) .

Section 3.2 Type and Jurisdiction of Organization, Organizational and Identification Numbers . As of the Effective Date, the type of entity of such Grantor, its state of organization, the organizational number issued to it by its state of organization and its federal employer identification number are set forth on Exhibit A .

Section 3.3 Principal Location . As of the Effective Date, such Grantor’s mailing address and the location of its primary place of business (if it has only one) or its chief executive office (if it has more than one place of business), are disclosed on Exhibit A ; such Grantor has no other primary places of business except those set forth on Exhibit A (or as otherwise disclosed to the Administrative Agent pursuant to Section 4.1(g)).

Section 3.4 Collateral Locations . As of the Effective Date, all of such Grantor’s locations where Collateral with an aggregate book value of $500,000 or more (other than (i) Collateral in use, transit or at a customer location or work site, (ii) Collateral which is being replaced or repaired, or (iii) Collateral consisting of Deposit Accounts, Commodity Accounts and Securities Accounts) is located (each, a “ Material Collateral Location ”) are listed on Exhibit A . All of said locations are owned by such Grantor except for locations (i) which are leased by the Grantor as lessee and designated on Part VII(b) of Exhibit A, (ii) at which Inventory is held in a public warehouse or is otherwise held by a bailee or on consignment as designated in Part VII(c) of Exhibit A , and (iii) at which Inventory or Equipment is located on a customer’s leased or fee owned property.

Section 3.5 Inventory . With respect to any of its Inventory scheduled or listed on the most recent Collateral Report, except as specifically disclosed on such Collateral Report, (a) such Inventory (other than Inventory in transit or at a customer location or work site or being replaced or repaired) is located either at a Material Collateral Location set forth on Exhibit A (or as otherwise disclosed to the Administrative Agent pursuant to Section 4.1(g)), or it has an aggregate book value less than $500,000, (b) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest whatsoever except for Liens permitted under Section 6.02 of the Credit Agreement, (c) such Inventory is Eligible Inventory, (d) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, and (f) the completion of manufacture, sale or other disposition of such Inventory by the Administrative Agent following an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.

Section 3.7 Deposit Accounts, Commodity Accounts and Securities Accounts . As of the Effective Date, all of such Grantor’s Deposit Accounts, Commodity Accounts and Securities Accounts are listed on Exhibit B .

Section 3.8 Exact Names . Except to the extent changed and notified to the Administrative Agent in accordance with Section 4.14 and the terms hereof, such Grantor’s name in which it has executed this Security Agreement is the exact name as it appears in such Grantor’s organizational documents, as amended, as filed with such Grantor’s jurisdiction of organization. Except to the extent otherwise disclosed to the Administrative Agent, such Grantor has not, during the past five (5) years, been known by or used any other corporate or fictitious name, or been a party to any merger or consolidation.

Section 3.9 Letter-of-Credit Rights and Chattel Paper . Exhibit C lists all Letter-of-Credit Rights and Chattel Paper of such Grantor with an individual face value of $250,000. To the extent reasonably requested by the Administrative Agent in writing, Grantor will take such reasonably necessary or desirable actions to protect and perfect the Administrative Agent’s Lien on each item listed on Exhibit C (including the delivery of all originals and the placement of a legend on all Chattel Paper as required hereunder). Upon taking such action, the Administrative Agent will have a fully perfected first priority security interest in the Collateral listed on Exhibit C , subject only to Liens permitted under Section 4.1(e) ;.

Section 3.10 Accounts and Chattel Paper .

(a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in all records

of such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be.

(b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts, as applicable; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no material setoffs, claims or disputes existing or, to such Grantor’s Knowledge, asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment and disclosed to the Administrative Agent; (iv) to such Grantor’s Knowledge, there are no facts, events or occurrences which materially impair the validity or enforceability thereof or could reasonably be expected to materially reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; and (v) such Grantor has no Knowledge that any Account Debtor has become insolvent or is generally unable to pay its debts as they become due.

(c) In addition, except as specifically disclosed on the most recent Collateral Report, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s Knowledge, all Account Debtors have the capacity to contract.

Section 3.11 Filing Requirements . As of the Effective Date, none of the Collateral owned by it is of a type for which security interests or liens may be perfected by filing under any federal statute.

Section 3.12 No Financing Statements, Security Agreements . No financing statement or security agreement describing all or any portion of the Collateral which has not lapsed or been terminated (by a filing authorized by the secured party in respect thereof) naming such Grantor as debtor has been filed or is of record in any jurisdiction except for financing statements or security agreements (a) naming the Administrative Agent on behalf of the Secured Parties as the secured party and (b) in respect of Liens permitted under Section 4.1(e) .

Section 3.13 Pledged Collateral .

(a) Exhibit D sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit D as being owned by it, free and clear of any Liens, except for any Liens permitted under Section 4.1(e) . Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the

Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a Securities Account Control Agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.

(c) Except as set forth in Exhibit D (as such Exhibit may be updated from time to time to reflect changes resulting from transactions permitted under the Loan Documents), such Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral owned by it and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.

ARTICLE IV

COVENANTS

From the date of this Security Agreement and thereafter until this Security Agreement is terminated pursuant to the terms hereof, each Grantor party hereto as of the date hereof agrees, and from and after the effective date of any Security Agreement Supplement applicable to any additional Grantor (and after giving effect to amendments, if any, to each of the Exhibits hereto pursuant to an exhibit amendment delivered by a Grantor in the form attached as Exhibit F hereto (an “ Exhibit Amendment ”)) and thereafter until this Security Agreement is terminated pursuant to the terms hereof, each such additional Grantor agrees that:

Section 4.1 General .

(a) Collateral Records . Such Grantor will comply with the requirements of Section 5.06 of the Credit Agreement with respect to the Collateral owned by it.

(b) Authorization to File Financing Statements; Ratification . Such Grantor hereby authorizes the Administrative Agent to file, and if requested will deliver to the Administrative Agent, all financing statements and other documents and take such other actions as may from time to time be reasonably requested by the Administrative Agent in writing in order to maintain a first perfected security interest (subject to the Liens permitted by Section 4.1(e)) in and, if applicable, Control of, the Collateral owned by such Grantor. Any financing statement filed by the Administrative Agent may be filed in any filing office in any UCC jurisdiction and may (i) indicate such Grantor’s Collateral by any description which reasonably approximates the description contained in this Security Agreement, and (ii) contain any other information

required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Such Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon written request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

(c) Further Assurances . Subject to the limitations set forth in the Credit Agreement, such Grantor will, upon the reasonable written request of the Administrative Agent, furnish to the Administrative Agent, statements and schedules further identifying and describing the Collateral owned by it and such other reports and information in connection with its Collateral as the Administrative Agent may reasonably request in writing, all in a level of detail as the Administrative Agent may so reasonably request. Such Grantor also agrees to take all actions reasonably necessary to defend title to the Collateral against all Persons and to defend the security interest of the Administrative Agent in its Collateral and the priority thereof against any Lien not expressly permitted hereunder.

(d) Disposition of Collateral . Such Grantor will not sell, lease or otherwise dispose of the Collateral owned by it except for dispositions specifically permitted pursuant to Section 6.05 of the Credit Agreement.

(e) Liens . Such Grantor will not create, incur, or suffer to exist any Lien on the Collateral owned by it except any Lien permitted under Section 6.02 of the Credit Agreement.

(f) Other Financing Statements . Such Grantor will not authorize the filing of any financing statement naming it as debtor covering all or any portion of the Collateral owned by it, except for financing statements (i) naming the Administrative Agent on behalf of the Secured Parties as the secured party and (ii) in respect of other Liens permitted under Section 4.1(e) . Such Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written consent of the Administrative Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

(g) Locations . Such Grantor will not maintain any Eligible Inventory or books and records relating to any Eligible Accounts with a combined book value in excess of $500,000 at any location other than (i) those Material Collateral Locations listed on Exhibit A (other than (1) Inventory in use, transit or at a customer location or work site and (2) Inventory subject to maintenance or repair) or (ii) such locations as disclosed to the Administrative Agent pursuant to Section 4.14 .

(h) Compliance with Terms . Such Grantor will perform and comply in all material respects with all obligations in respect of the Collateral owned by it and all agreements to which it is a party or by which it is bound relating to such Collateral.

Section 4.2 Receivables .

(a) Certain Agreements on Receivables . Such Grantor will not make or agree to make any discount, credit, rebate or other reduction in the original amount owing on a Receivable or accept in satisfaction of a Receivable less than the original amount thereof, other than (i) discounts and adjustments that are accounted for in the calculation of Eligible Accounts in accordance with the Credit Agreement, and (ii) prior to the occurrence of an Event of Default, reduction by a Grantor of the amount of Accounts in accordance with such Grantor’s customary policies and in the ordinary course of business.

(b) Collection of Receivables . Except as otherwise provided in this Security Agreement or other Loan Document, such Grantor will collect and enforce, at such Grantor’s sole expense, all amounts due or hereafter due to such Grantor under the Receivables owned by it in accordance with its present policies or in the ordinary course of business, and at the Administrative Agent’s direction (if given) during the continuation of an Event of Default, such Grantor will take such action as the Administrative Agent may reasonably deem necessary or advisable to enforce collection thereof.

(c) Disclosure of Counterclaims on Receivables . If (i) any material discount, credit or agreement to make a rebate or to otherwise reduce the amount owing on any Receivable owned by such Grantor exists or (ii) if, to the Knowledge of such Grantor, any material dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to any such Receivable, such Grantor will promptly disclose such fact to the Administrative Agent in writing. Such Grantor shall send the Administrative Agent a copy of each credit memorandum in excess of $250,000 as soon as issued to the extent not reinvoiced as a valid Receivable substantially contemporaneously with the issuance of such credit memorandum, and such Grantor shall promptly report each credit memorandum and each of the facts required to be disclosed to the Administrative Agent in accordance with this Section 4.2(d) on the Borrowing Base Certificates submitted by it.

(d) Electronic Chattel Paper . Such Grantor shall take all steps necessary to grant the Administrative Agent Control of all electronic chattel paper with an individual value in excess of $250,000 in accordance with the UCC and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act.

Section 4.3 Inventory and Equipment; Goods .

(a) Maintenance of Goods . Such Grantor shall comply with Section 5.05 of the Credit Agreement with respect to its Inventory and Equipment and shall comply with Sections 5.06 and 5.09 of the Credit Agreement with respect to its Inventory.

(b) Returned Inventory . If an Account Debtor returns any Inventory to such Grantor when no Event of Default exists, then such Grantor shall promptly determine the reason for such return and may in its discretion issue a credit memorandum to the Account Debtor in the appropriate amount. Such Grantor shall immediately report to the Administrative Agent any return involving an amount in excess of $250,000. Each such report shall indicate the reasons for the returns and the locations and condition of the returned Inventory. In the event any Account Debtor returns Inventory to such Grantor when an Event of Default exists, such Grantor, upon the request of the Administrative Agent, shall: (i) hold the returned Inventory in trust for the Administrative Agent; (ii) segregate all returned Inventory from all of its other property; (iii) dispose of the returned Inventory solely according to the Administrative Agent’s written instructions; and (iv) not issue any credits or allowances with respect thereto without the Administrative Agent’s prior written consent. All returned Inventory shall be subject to the Administrative Agent’s Liens thereon.

(c) Inventory Generally. Such Grantor will comply with Sections 5.06 and 5.09 of the Credit Agreement with respect to its Inventory.

(d) Equipment Liens . Such Grantor shall not permit any portion of its Equipment to become a Fixture with respect to other personal property with respect to which real or personal property the Administrative Agent does not have a Lien.

Section 4.4 Delivery of Instruments, Securities, Chattel Paper and Documents . Such Grantor will (a) deliver to the Administrative Agent immediately upon execution of this Security Agreement the originals of all Chattel Paper, Securities and Instruments constituting Collateral owned by it (if any then exist), (b) hold in trust for the Administrative Agent upon receipt and immediately thereafter deliver to the Administrative Agent any such Chattel Paper, Securities and Instruments constituting Collateral, (c) upon the Administrative Agent’s request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and immediately deliver to the Administrative Agent) any Document evidencing or constituting Collateral and (d) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed Exhibit Amendment to this Security Agreement, in the form of Exhibit F , pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Section 4.5 Uncertificated Pledged Collateral . Such Grantor will permit the Administrative Agent from time to time as requested in writing by the Administrative Agent to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to mark their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement and register the Administrative Agent as the registered owner thereof on the books and records of the issuer. With respect to any Pledged Collateral owned by it, such Grantor will take any actions reasonably necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary, cause such securities intermediary to enter into a Securities Account Control Agreement with the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, giving the Administrative Agent Control.

Section 4.6 Pledged Collateral .

(a) Changes in Capital Structure of Issuers . Except as permitted by the Credit Agreement, such Grantor will not (i) permit or suffer any issuer of an Equity Interest constituting Pledged Collateral owned by it to dissolve, merge, liquidate, retire any of its Equity Interests or other Instruments or Securities evidencing ownership, reduce its capital, sell or encumber all or substantially all of its assets (except for Liens permitted under Section 4.1(e) and sales of assets permitted under Section 4.1(d) ) or merge or consolidate with any other entity, or (ii) vote any such Pledged Collateral in favor of any of the foregoing.

(b) Issuance of Additional Securities . Such Grantor will not permit or suffer the issuer of an Equity Interest owned by it constituting Pledged Collateral to issue additional Equity Interests, any right to receive the same or any right to receive earnings, except to such Grantor or as otherwise permitted by the Credit Agreement.

(i) Without in any way limiting the foregoing and subject to clause (ii) below, such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral

owned by it for all purposes not expressly inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Administrative Agent in respect of such Pledged Collateral, unless otherwise permitted under the Credit Agreement;

(ii) Such Grantor will permit the Administrative Agent or its nominee at any time after the occurrence and during the continuance of an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged Collateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof; and

(iii) Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement.

(d) Interests in Limited Liability Companies and Limited Partnerships . Each Grantor agrees that no ownership interests in a limited liability company or a limited partnership which are included within the Collateral owned by such Grantor shall at any time constitute a Security under Article 8 of the UCC of the applicable jurisdiction unless such Grantor shall have first obtained the prior written consent of the Administrative Agent and such Equity Interests are promptly (and pledged and delivered to the Administrative Agent (promptly and in any event within ten (10) Business Days of the issuance of such Equity Interests or change to the organizational documents of a Grantor which has the result of expressing that the Equity Interests constitute securities under Article 8 of the UCC of the applicable jurisdiction), and such Grantor delivers an Exhibit Amendment to the Administrative Agent identifying such new Equity Interests as Pledged Collateral pursuant to the terms of this Agreement.

Section 4.7 Commercial Tort Claims . Such Grantor shall promptly, and in any event within ten (10) Business Days after the same is acquired by it, notify the Administrative Agent of any Commercial Tort Claim acquired by it where the amount of damages reasonably expected to be claimed is in excess of $500,000 and, unless the Administrative Agent otherwise consents, such Grantor shall enter into an Exhibit Amendment to this Security Agreement, in the form of Exhibit F , granting to Administrative Agent a first priority security interest in such Commercial Tort Claim.

Section 4.8 Letter-of-Credit Rights . If such Grantor is or becomes the beneficiary of a letter of credit with a face or stated amount in excess of $250,000, it shall promptly, and in any event within ten (10) Business Days after becoming a beneficiary, notify the Administrative Agent thereof and use commercially reasonable efforts to cause the issuer and/or confirmation bank to (i) consent to the assignment of any Letter-of-Credit Rights to the Administrative Agent and (ii) agree to direct all payments thereunder to a Deposit Account at the Administrative Agent or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 5.14 of the Credit Agreement, all in form and substance reasonably satisfactory to the Administrative Agent.

Section 4.9 Federal, State or Municipal Claims . Such Grantor will promptly notify the Administrative Agent of any Collateral which constitutes a material claim against the United States government or any state or local government or any instrumentality or agency thereof, the assignment of which claim is restricted by federal, state or municipal law.

Section 4.10 No Interference . Such Grantor agrees that it will not interfere with any right, power and remedy of the Administrative Agent provided for in this Security Agreement or now or hereafter existing

at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by the Administrative Agent of any one or more of such rights, powers or remedies.

Section 4.11 Insurance .

(a) Such Grantor shall comply with Section 5.10 of the Credit Agreement with respect to its insurance coverage.

(b) Such insurance policies shall name the Administrative Agent (for the benefit of the Administrative Agent and the other Secured Parties) as an additional insured or as lender loss payee, as applicable, and shall contain lender loss payable clauses, through endorsements in form and substance reasonably satisfactory to the Administrative Agent, which provide that: (i) all proceeds thereunder with respect to any Collateral shall be payable to the Administrative Agent; (ii) no such insurance shall be affected by any act or neglect of the insured or owner of the property described in such policy; and (iii) such policy and lender loss payable clauses may be canceled, amended, or terminated only upon at least thirty (30) days’ prior written notice given to the Administrative Agent; provided that, any insurance proceeds received by the Administrative Agent as a result of the foregoing provisions shall be subject to the prepayment provisions of Section 2.12 of the Credit Agreement, including the Borrower’s reinvestment rights, and if not required to be prepaid thereunder, will be promptly returned to the Borrower.

(c) All premiums on any such insurance shall be paid when due by such Grantor and the Borrower shall deliver copies of the policies for such insurance to the Administrative Agent upon its reasonable request. If such Grantor fails to obtain any insurance as required by this Section, the Administrative Agent may obtain such insurance at the Borrower’s expense. By purchasing such insurance, the Administrative Agent shall not be deemed to have waived any Default arising from the Grantor’s failure to maintain such insurance or pay any premiums therefor.

Section 4.12 Collateral Access Agreements . Following the Effective Date, either: (a) such Grantor shall use commercially reasonable efforts to obtain a Collateral Access Agreement, from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to any warehouse, processor or converter facility or other location where Collateral is stored or located to the extent that (i) the value of Collateral stored or located at any such individual location is in excess of $1,000,000 or (ii) the aggregate value of Collateral stored or located at all such locations is in excess of $2,000,000, in each case, whether on the Effective Date or thereafter, which Collateral Access Agreement shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent; or (b) with respect to such locations or warehouse space leased for which such Grantor is required to obtain and deliver to the Administrative Agent a Collateral Access Agreement pursuant to clauses (h) and (i) in the definition of Eligible Inventory as of the Effective Date (or, if later, as of the date such location is acquired or leased), but has not done so, such Grantor (or the Borrower Representative on behalf of such Grantor) shall promptly deliver a written notification to the Administrative Agent specifying that it has not obtained such Collateral Access Agreement and the Eligible Inventory at that location shall be subject to such Rent Reserves as the Administrative Agent may establish in accordance with the Credit Agreement. Such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be located.

Section 4.13 Control Agreements . Within sixty (60) days of the Effective Date (or such later date as the Administrative Agent may agree to in its sole discretion), such Grantor will provide to the

Administrative Agent, a Deposit Account Control Agreement, a Securities Account Control Agreement or a Commodity Account Control Agreement, as applicable, for each Deposit Account, Securities Account and Commodity Account (other than any Excluded Deposit Account) existing on the Effective Date for which a control agreement has not been delivered as of the Effective Date or evidence reasonably satisfactory to the Administrative Agent that such Deposit Account, Securities Account or Commodity Account has been closed and the remaining balance thereof, if any, has been transferred to an account held with JPMCB. For each Deposit Account, Securities Account or Commodity Account (other than any Excluded Deposit Account) opened after the Effective Date, such Grantor will provide a Deposit Account Control Agreement, a Securities Account Control Agreement or a Commodity Account Control Agreement, as applicable, within ten (10) Business Days (or such later date as the Administrative Agent agrees to in its sole discretion) after the opening of such Deposit Account, Securities Account or Commodity Account. Pursuant to such control agreements, in form and substance reasonably satisfactory to the Administrative Agent, such Grantor will cause the depository bank that maintains such Deposit Account, securities intermediary that maintains such Securities Account, or the commodity intermediary that maintains such Commodity Account, as applicable, to agree to comply at any time with instructions from the Administrative Agent to such depository bank, securities intermediary or commodities intermediary directing the disposition of funds from time to time credited to such Deposit Account, Securities Account or Commodity Account, without further consent of such Grantor, and take such other action as the Administrative Agent may approve in order to perfect the Administrative Agent’s security interest in such Deposit Account, Securities Account or Commodity Account. The Administrative Agent agrees with such Grantor that the Administrative Agent will not provide any instructions directing the disposition of funds from time to time credited to any Deposit Account, Securities Account or Commodity Account or withhold any withdrawal rights from such Grantor with respect to funds from time to time credited to any Deposit Account, Securities Account or Commodity Account (in each case, except as set forth in Article VII ) unless, at the time thereof, an Activation Period is in effect.

Section 4.14 Change of Name or Location; Change of Fiscal Year . Such Grantor shall not (a) change its name as it appears in official filings in the state of its incorporation or organization, (b) change its chief executive office or principal place of business, or any Material Collateral Locations with Eligible Inventory or books and records related to Eligible Accounts with a combined book value in excess of $500,000, (c) change the type of entity that it is, (d) change its organization identification number, if any, issued by its state of incorporation or other organization, or (e) change its state of incorporation or organization, in each case, unless the Administrative Agent shall have received at least five (5) days’ prior written notice of such change (or such earlier notice as the Administrative Agent agrees to in its sole discretion) and, prior to such change, any reasonable action requested by the Administrative Agent in connection therewith has been completed or taken (including any action to continue the perfection of any Liens in favor of the Administrative Agent, on behalf of the Secured Parties, in any Collateral); provided , that, for purposes of the foregoing clauses (a) (solely with respect to such Grantor’s chief executive office) and (e), such new location shall be in the continental U.S. Each Grantor permits the filing under the Uniform Commercial Code and any other applicable laws that are required in order for the Collateral to be made subject to the Lien of the Administrative Agent in the manner and to the extent required by this Agreement and the Credit Agreement and perfected with the same priority as immediately prior to such change. Such Grantor shall not change its fiscal year which currently ends on December 31.

Section 4.15 Additional Grantors . Each Grantor agrees to cause each Domestic Subsidiary that is required to become a party to this Security Agreement pursuant to Section 5.13 of the Credit Agreement to become a Grantor for all purposes of this Security Agreement upon execution and delivery by such Domestic Subsidiary of a Security Agreement Supplement. Upon the execution and delivery of a Security Agreement Supplement by such Domestic Subsidiary, such Domestic Subsidiary shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and

delivery of any instrument adding an additional Grantor as a party to this Security Agreement shall not require the consent of any other Grantor under this Security Agreement. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor hereunder.

ARTICLE V

EVENTS OF DEFAULT AND REMEDIES

Section 5.1 Events of Default . The occurrence of an “Event of Default” under, and as defined in, the Credit Agreement shall constitute an Event of Default hereunder.

Section 5.2 Remedies .

(a) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, with the concurrence or at the direction of the Required Secured Parties, exercise any or all of the following rights and remedies:

(i) those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document; provided that, this Section 5.2(a) shall not be understood to limit any rights or remedies available to the Administrative Agent and the other Secured Parties prior to an Event of Default;

(ii) those rights and remedies available to a secured party under the UCC (whether or not the UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank’s right of setoff or bankers’ lien) when a debtor is in default under a security agreement;

(iii) give notice of sole control or any other instruction under any Deposit Account Control Agreement, Securities Account Control Agreement, Commodity Account Control Agreement or and other control agreement and take any action therein with respect to such Collateral;

(iv) without notice (except as specifically provided in Section 8.1 or elsewhere herein), demand or advertisement of any kind to any Grantor or any other Person, enter the premises of any Grantor where any Collateral is located (through self-help and without judicial process) to collect, receive, assemble, process, appropriate, sell, lease, assign, grant an option or options to purchase or otherwise dispose of, deliver, or realize upon, the Collateral or any part thereof in one or more parcels at public or private sale or sales (which sales may be adjourned or continued from time to time with or without notice and may take place at any Grantor’s premises or elsewhere), for cash, on credit or for future delivery without assumption of any credit risk, and upon such other terms as the Administrative Agent may deem commercially reasonable; and

(v) concurrently with written notice to the applicable Grantor, transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral and, following such transfer and registration, exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations, exercise the voting and all other rights as a holder with respect thereto, collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to the Pledged Collateral as a holder thereof.

(b) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, on behalf of the Secured Parties, may comply with any applicable state or federal

law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

(c) The Administrative Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Administrative Agent and the other Secured Parties, the whole or any part of the Collateral so sold, free of any right of equity redemption, which equity redemption the Grantor hereby expressly releases.

(d) Upon the occurrence and during the continuance of an Event of Default, until the Administrative Agent is able to effect a sale, lease, or other disposition of Collateral, the Administrative Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Administrative Agent. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Administrative Agent’s remedies (for the benefit of the Administrative Agent and the other Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment.

(e) If, after the Credit Agreement has terminated by its terms and all of the Obligations have been Paid in Full, there remain Swap Agreement Obligations outstanding, the Required Secured Parties may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Swap Agreement Obligations pursuant to the terms of the Swap Agreement.

(f) Notwithstanding the foregoing, neither the Administrative Agent nor any other Secured Party shall be required to (i) make any demand upon, or pursue or exhaust any of its rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Secured Obligations or to pursue or exhaust any of its rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral.

(g) Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Collateral and may be compelled to resort to one or more private sales thereof in accordance with clause (a) above. Each Grantor also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit any Grantor or the issuer of the Pledged Collateral to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if the applicable Grantor and the issuer agree or would agree to do so.

Section 5.3 Grantor’s Obligations Upon Default . Upon the request of the Administrative Agent after the occurrence and during the continuance of an Event of Default, each Grantor will:

(a) assemble and make available to the Administrative Agent the Collateral and all books and records relating thereto at any place or places specified by the Administrative Agent, whether at a Grantor’s premises or elsewhere;

(b) permit the Administrative Agent, by the Administrative Agent’s representatives and agents, to enter, occupy and use any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books and records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay the Grantor for such use and occupancy; and

(c) at its own expense, cause the independent certified public accountants then engaged by each Grantor to prepare and deliver to the Administrative Agent, at any time, and from time to time, promptly upon the Administrative Agent’s reasonable request, the following reports with respect to the applicable Grantor: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) a test verification of such Accounts.

Section 5.4 Grant of Intellectual Property License . For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article V with respect to Collateral, at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to any Grantor), to use, license, sublicense or practice any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any Person, including, without limitation, Persons that have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein. Notwithstanding the foregoing, nothing in this Agreement or any Loan Document shall be construed to grant any Lien or security interest in the Intellectual Property of any Grantor, and Intellectual Property shall remain at all times Excluded Assets.

ARTICLE VI

ACCOUNT VERIFICATION; ATTORNEY IN FACT; PROXY

Section 6.1 Account Verification . Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may at any time in its Permitted Discretion, in the Administrative Agent’s own name or in the name of a nominee of the Administrative Agent, communicate (by mail, telephone, facsimile or otherwise) with the Account Debtors of any such Grantor, parties to contracts with any such Grantor and obligors in respect of Instruments of any such Grantor to verify with such Persons, to the Administrative Agent’s reasonable satisfaction, the existence, amount, terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper, payment intangibles and/or other Receivables.

Section 6.2 Authorization for Administrative Agent to Take Certain Action .

(a) Each Grantor irrevocably authorizes the Administrative Agent at any time and from time to time in the sole discretion of the Administrative Agent and appoints the Administrative Agent as its

attorney in fact (i) to execute on behalf of such Grantor as debtor and to file financing statements necessary or desirable in the Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Administrative Agent’s security interest in the Collateral, (ii) during the continuance of an Event of Default, to endorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement (with such redactions as may be agreed between the Administrative Agent and the Borrower Representative to any Schedules to this Security Agreement) or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Administrative Agent’s security interest in the Collateral, (iv) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Administrative Agent Control over such Pledged Collateral, (v) to apply the proceeds of any Collateral received by the Administrative Agent to the Secured Obligations as provided in Section 7.2 , (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens that are permitted under Section 4.1(e) ), and (vii) when an Event of Default has occurred and is continuing, to (A) contact Account Debtors for any reason, (B) demand payment or enforce payment of the Receivables in the name of the Administrative Agent or such Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (C) sign such Grantor’s name on any invoice or bill of lading relating to the Receivables, drafts against any Account Debtor of the Grantor, assignments and verifications of Receivables, (D) exercise all of such Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (E) settle, adjust, compromise, extend or renew the Receivables, (F) settle, adjust or compromise any legal proceedings brought to collect Receivables, (G) prepare, file and sign such Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (H) prepare, file and sign such Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, and (I) change the address for delivery of mail addressed to such Grantor to such address as the Administrative Agent may designate and to receive, open and dispose of all mail addressed to such Grantor; and such Grantor agrees to reimburse the Administrative Agent on demand for any reasonable and documented out-of-pocket payment made or expense incurred by the Administrative Agent in connection with any of the foregoing; provided that, this authorization shall not relieve such Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.

(b) All acts of said attorney or designee are hereby ratified and approved. The powers conferred on the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, under this Section 6.2 are solely to protect the Administrative Agent’s interests in the Collateral and shall not impose any duty upon the Administrative Agent or any other Secured Party to exercise any such powers.

Section 6.3 PROXY . EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE ADMINISTRATIVE AGENT AS ITS PROXY AND ATTORNEY-IN-FACT (AS SET FORTH IN SECTION 6.2 ABOVE) WITH RESPECT TO ITS PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE ANY OF THE PLEDGED COLLATERAL, WITH FULL POWER OF SUBSTITUTION TO DO SO. IN ADDITION TO THE RIGHT TO VOTE ANY OF THE PLEDGED COLLATERAL, THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF ANY OF THE PLEDGED COLLATERAL WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND

VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY OF THE PLEDGED COLLATERAL ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF THE PLEDGED COLLATERAL OR ANY OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT.

Section 6.4 NATURE OF APPOINTMENT; LIMITATION OF DUTY . THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT IN THIS ARTICLE VI IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICH THIS SECURITY AGREEMENT IS TERMINATED IN ACCORDANCE WITH SECTION 8.14 . NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NONE OF THE ADMINISTRATIVE AGENT, ANY LENDER, ANY OTHER SECURED PARTY, ANY OF THEIR AFFILIATES, OR ANY OF THEIR OR THEIR AFFILIATES’ RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT OR POWER GRANTED HEREUNDER OR OTHERWISE OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION; PROVIDED THAT, IN NO EVENT SHALL THEY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

ARTICLE VII

COLLECTION AND APPLICATION OF COLLATERAL PROCEEDS; DEPOSIT ACCOUNTS

Section 7.1 Collection of Receivables .

(a) In accordance with Section 4.13 , each Grantor shall execute and deliver to the Administrative Agent Deposit Account Control Agreements for each Deposit Account (other than any Excluded Deposit Account) maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (each, a “ Collateral Deposit Account ”), which Collateral Deposit Accounts are identified as such on Exhibit B . After the Effective Date, each Grantor will comply with the terms of Section 4.13 .

(b) At no time during an Activation Period shall any Grantor remove any item from a Collateral Deposit Account without the Administrative Agent’s prior written consent. If any Grantor receives any proceeds of any Receivables, such Grantor shall receive such payments as the Administrative Agent’s trustee, and shall, promptly following receipt thereof, deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. During an Activation Period, the Administrative Agent shall hold and apply funds received into the Collateral Deposit Account as provided by the terms of Section 7.2.

Section 7.2 Application of Proceeds; Deficiency . During an Activation Period: (i) all amounts shall be deemed received by the Administrative Agent in accordance with Section 2.19 of the Credit Agreement and shall be applied (and allocated) by Administrative Agent in accordance with Section 2.11(b) of the Credit Agreement; (ii) any proceeds of the Collateral shall be applied in the order set forth in Section 2.19 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct; (iii) the balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Agent into the Funding Account; and (iv) the Grantors shall remain liable, jointly and severally, for any deficiency

if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by Administrative Agent or any other Secured Party to collect such deficiency.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.1 Waivers . Each Grantor hereby waives notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made. To the extent such notice may not be waived under applicable law, any notice made shall be deemed reasonable if sent to the Grantors, addressed as set forth in Article IX, at least ten (10) days prior to (a) the date of any such public sale or (b) the time after which any such private sale or other disposition may be made. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Administrative Agent or any other Secured Party arising out of the repossession, retention or sale of the Collateral, except such as arise solely out of the gross negligence or willful misconduct of the Administrative Agent or such other Secured Party as finally determined by a court of competent jurisdiction. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Administrative Agent or any other Secured Party, any valuation, stay, appraisal, extension, moratorium, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale conferred by this Security Agreement, or otherwise. Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral.

Section 8.2 Limitation on Administrative Agent’s and Other Secured Parties’ Duty with Respect to the Collateral . The Administrative Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale. The Administrative Agent and each other Secured Party shall use reasonable care with respect to the Collateral in its possession or under its control. Neither the Administrative Agent nor any other Secured Party shall have any other duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Administrative Agent or such other Secured Party, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. To the extent that applicable law imposes duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the Administrative Agent (a) to fail to incur expenses deemed significant by the Administrative Agent to prepare Collateral for disposition or otherwise to transform raw material or work in process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as such Grantor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (h) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j)

to disclaim disposition warranties, such as title, possession or quiet enjoyment, (k) to purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of Collateral or to provide to the Administrative Agent a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by the Administrative Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section 8.2 is to provide non-exhaustive indications of what actions or omissions by the Administrative Agent would be commercially reasonable in the Administrative Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Administrative Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 8.2 . Without limitation upon the foregoing, nothing contained in this Section 8.2 shall be construed to grant any rights to any Grantor or to impose any duties on the Administrative Agent that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Section 8.2 .

Section 8.3 Compromises and Collection of Collateral . The Grantors and the Administrative Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the Receivables, that certain of the Receivables may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Receivable may exceed the amount that reasonably may be expected to be recovered with respect to a Receivable. In view of the foregoing, each Grantor agrees that the Administrative Agent may at any time and from time to time, if an Event of Default has occurred and is continuing, compromise with the obligor on any Receivable, accept in full payment of any Receivable such amount as the Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by the Administrative Agent shall be commercially reasonable so long as the Administrative Agent acts in good faith based on information known to it at the time it takes any such action.

Section 8.4 Secured Party Performance of Debtor Obligations . Without having any obligation to do so, the Administrative Agent may perform or pay any obligation which any Grantor has agreed to perform or pay in this Security Agreement and which obligation such Grantor shall fail to perform or pay within ten (10) Business Days after receiving written notice from the Administrative Agent requesting performance or payment thereof (it being understood that no such request need be given (a) after the occurrence and during the continuance of any Event of Default or (b) if such failure to perform or pay would materially and adversely affect the perfection of any security interest granted under this Security Agreement or would materially and adversely affect the value of the applicable Collateral), and the Grantors shall reimburse the Administrative Agent for any amounts paid by the Administrative Agent pursuant to this Section 8.4 . The Grantors’ obligation to reimburse the Administrative Agent pursuant to the preceding sentence shall be a Secured Obligation payable on demand, and in any event, within five (5) Business Days of such demand.

Section 8.5 Specific Performance of Certain Covenants . Each Grantor acknowledges and agrees that a breach of any of the covenants contained in Sections 4.1(d) , 4.1(e) , 4.4 , 4.5 , 4.6 , 4.7 , 4.8 , 4.12 , 4.13 , 4.15 , 5.3 , or 8.6 or in Article VII will cause irreparable injury to the Administrative Agent and the other Secured Parties, that the Administrative Agent and the other Secured Parties have no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of the Administrative Agent or the other Secured Parties to seek and obtain specific performance of other obligations of the Grantors contained in this Security Agreement, that the covenants of the Grantors contained in the Sections referred to in this Section 8.5 shall be specifically enforceable against the Grantors.

Section 8.6 Dispositions Not Authorized . No Grantor is authorized to sell or otherwise dispose of the Collateral except as set forth in Section 4.1(d) and notwithstanding any course of dealing between any Grantor and the Administrative Agent or other conduct of the Administrative Agent, no authorization to sell or otherwise dispose of the Collateral (except as set forth in Section 4.1(d) ) shall be binding upon the Administrative Agent or the other Secured Parties unless such authorization is in writing signed by the Administrative Agent with the consent or at the direction of the Required Secured Parties.

Section 8.7 No Waiver; Amendments; Cumulative Remedies . No delay or omission of the Administrative Agent or any other Secured Party to exercise any right or remedy granted under this Security Agreement shall impair such right or remedy or be construed to be a waiver of any Default or an acquiescence therein, and any single or partial exercise of any such right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver, amendment or other variation of the terms, conditions or provisions of this Security Agreement whatsoever shall be valid unless in writing signed by the Administrative Agent with the concurrence or at the direction of the Lenders required under Section 9.02 of the Credit Agreement and then only to the extent in such writing specifically set forth. All rights and remedies contained in this Security Agreement or by law afforded shall be cumulative and all shall be available to the Administrative Agent and the other Secured Parties until the Secured Obligations have been Paid in Full.

Section 8.8 Limitation by Law; Severability of Provisions . All rights, remedies and powers provided in this Security Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Security Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent necessary so that they shall not render this Security Agreement invalid, unenforceable or not entitled to be recorded or registered, in whole or in part. Any provision in this Security Agreement that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Security Agreement are declared to be severable.

Section 8.9 Reinstatement . This Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of any Grantor’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof (including a payment effected through exercise of a right of setoff), is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise (including pursuant to any settlement entered into by a Secured Party in its discretion), all as though such payment or performance had not been made. In the event that any payment, or any part thereof (including a payment effected through exercise of a right of setoff), is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

Section 8.10 Benefit of Agreement . The terms and provisions of this Security Agreement shall be binding upon and inure to the benefit of the Grantors, the Administrative Agent and the other Secured Parties and their respective successors and assigns (including all Persons that become bound as a debtor to this Security Agreement), except that no Grantor shall have the right to assign its rights or delegate its obligations under this Security Agreement or any interest herein, without the prior written consent of the

Administrative Agent. No sales of participations, assignments, transfers, or other dispositions of any agreement governing the Secured Obligations or any portion thereof or interest therein shall in any manner impair the Lien granted to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, hereunder.

Section 8.11 Survival of Representations . All representations and warranties of the Grantors contained in this Security Agreement shall survive the execution and delivery of this Security Agreement.

Section 8.12 Taxes and Expenses . Any taxes (including income taxes) other than Excluded Taxes payable or ruled payable by Federal or State authority in respect of this Security Agreement shall be paid by the Grantors, together with interest and penalties, if any. Section 9.03(a) of the Credit Agreement is hereby incorporated herein by reference mutatis mutandis as if stated verbatim herein as agreements and obligations of each Grantor.

Section 8.13 Headings . The title of and section headings in this Security Agreement are for convenience of reference only, and shall not govern the interpretation of any of the terms and provisions of this Security Agreement.

Section 8.14 Termination . This Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations outstanding) until (i) the Credit Agreement has terminated pursuant to its express terms and (ii) all of the Secured Obligations have been Paid in Full.

Section 8.15 Entire Agreement . This Security Agreement embodies the entire agreement and understanding between the Grantors and the Administrative Agent relating to the Collateral and supersedes all prior agreements and understandings between the Grantors and the Administrative Agent relating to the Collateral.

Section 8.16 CHOICE OF LAW . THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.

Section 8.17 CONSENT TO JURISDICTION . EACH PARTY TO THIS SECURITY AGREEMENT AND EACH OTHER SECURED PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT AND EACH PARTY TO THIS SECURITY AGREEMENT AND EACH OTHER SECURED PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY TO BRING PROCEEDINGS AGAINST ANY GRANTOR IN THE COURTS OF ANY OTHER JURISDICTION.

Section 8.18 WAIVER OF JURY TRIAL . EACH GRANTOR, THE ADMINISTRATIVE AGENT AND EACH OTHER SECURED PARTY HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN

ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Section 8.19 Indemnity . Each Grantor hereby agrees to the indemnity set forth in Section 9.03 of the Credit Agreement, which is hereby incorporated as if fully set forth herein, mutatis mutandis .

Section 8.20 Counterparts . This Security Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Security Agreement by signing any such counterpart. Delivery of an executed counterpart of a signature page of this Security Agreement by facsimile or other electronic transmission (including, without limitation, an emailed .pdf) shall be effective as delivery of a manually executed counterpart of this Security Agreement.

ARTICLE IX

NOTICES

Section 9.1 Sending Notices . Any notice required or permitted to be given under this Security Agreement shall be given in accordance with Section 9.01 of the Credit Agreement.

Section 9.2 Change in Address for Notices . Each of the Grantors, the Administrative Agent and the other Secured Parties may change the address for service of notice upon it by a notice in writing to the other parties.

ARTICLE X

THE ADMINISTRATIVE AGENT

JPMorgan Chase Bank, N.A. has been appointed Administrative Agent for the other Secured Parties hereunder pursuant to Article VIII of the Credit Agreement. It is expressly understood and agreed by the parties to this Security Agreement that any authority conferred upon the Administrative Agent hereunder is subject to the terms of the delegation of authority made by the Secured Parties to the Administrative Agent pursuant to the Credit Agreement, and that the Administrative Agent has agreed to act (and any successor Administrative Agent shall act) as such hereunder only on the express conditions contained in such Article VIII. Any successor Administrative Agent appointed pursuant to Article VIII of the Credit Agreement shall be entitled to all the rights, interests and benefits of the Administrative Agent hereunder.

[ Signature Pages Follow ]

IN WITNESS WHEREOF, the Grantors and the Administrative Agent have executed this Security Agreement as of the date first above written.



GRANTORS:	FRANK’S INTERNATIONAL, LLC


	By: /s/ Kyle McClure
	Name: Kyle McClure
	Title: Senior Vice President


	BLACKHAWK GROUP HOLDINGS, LLC


	By: /s/ Scott A. McCurdy
	Name: Scott A. McCurdy
	Title: President


	FRANK’S INTERNATIONAL GP, LLC


	By: /s/ Kyle McClure
	Name: Kyle McClure
	Title: President and Chief Executive Officer


	FRANK’S INTERNATIONAL, LP

	By: FRANK’S INTERNATIONAL GP, LLC, its general partner


	By: /s/ Kyle McClure
	Name: Kyle McClure
	Title: President and Chief Executive Officer

Signature Page to the
Pledge and Security Agreement





	BLACKHAWK INTERMEDIATE HOLDINGS, LLC


	By: /s/ Scott A. McCurdy
	Name: Scott A. McCurdy
	Title: President



	BLACKHAWK SPECIALTY TOOLS, LLC


	By: /s/ Scott A. McCurdy
	Name: Scott A. McCurdy
	Title: President


	TRINITY TOOL RENTALS, L.L.C.


	By: /s/ Scott A. McCurdy
	Name: Scott A. McCurdy
	Title: President

Signature Page to the
Pledge and Security Agreement



ADMINISTRATIVE AGENT:	JPMORGAN CHASE BANK, N.A. , as Administrative Agent


	By: /s/ Jorge Diaz Granados
	Name: Jorge Diaz Granados
	Title: Authorized Officer

Signature Page to the
Pledge and Security Agreement

EXHIBIT A to U.S. PLEDGE

AND SECURITY AGREEMENT

EXHIBIT A

NOTICE ADDRESS FOR ALL GRANTORS

INFORMATION AND COLLATERAL LOCATIONS OF FRANK’S INTERNATIONAL, LLC

I. Name of Grantor : Frank’s International, LLC

II. State of Incorporation or Organization : Texas

III. Type of Entity : Limited liability company

IV. Organizational Number assigned by State of Incorporation or Organization : 17602201521

V. Federal Identification Number : 76-0220152


VI.	Place of Business (if it has only one) or Chief Executive Office (if more than one place of business) and Mailing Address :

10260 Westheimer Road
Suite 700
Houston, TX 77042-3107

Attention: John Symington

Facsimile No: (281) 558-2980


VII.	Locations of Collateral:

(a) Properties Owned by the Grantor :



Street Address	City	State	Zip
		LA
		LA


(b)	Properties Leased by the Grantor (Include Landlord’s Name):



Street Address	City	State	Zip	Owner
		LA		Mosing Ventures
		LA		Mosing Ventures
		LA		Mosing Ventures
		UT		Mosing Land and Cattle Company
		UT		Mosing Land and Cattle Company
		UT		Mosing Land and Cattle Company
		UT		Mosing Land and Cattle Company
		UT		Mosing Land and Cattle Company
		PA		Mosing Land and Cattle Company
		LA		Timco Real Estate, LLC
		LA		Mercier Realty
		LA		DMH Leasing
		TX		Gramercy Park Apartments
		OK		Davinion Properties, LLC
		TX		SCI Joint Venture
		TX		Southcoast Holdings

Exhibit A - 1



		TX		TC/JP Development, LLC
		TX		Mosing Properties
		TX		Joval, LLC
		WY		Mosing Land and Cattle Company
		WY		Mosing Land and Cattle Company
		WY		Mosing Properties
		TX		Timco Real Estate, LLC
		TX		Donny Walker
		TX		Donny Walker
		LA		KBR Enterprises
		LA		KBR Enterprises
		LA		T&W Properties
		LA		T&W Properties
		LA		Trinity Investments
		LA		Whitetail Enterprises, LLC
		LA		DCD Properties, LLC
		LA		Justin L. Mire
		TX		8799 Crownhill , LP
		TX		EDDR Joint Venture
		LA		Mosing Ventures
		LA		Mosing Ventures
		LA		Mosing Queens Row
		LA		Mosing Properties
		LA		Mosing Land and Cattle Company
		LA		Mosing Ventures
		LA		Mosing Ventures
		LA		Mosing Ventures
		LA		Mosing Ventures
		LA		Mosing Ventures
		LA		Mosing Ventures
		LA		Mosing Ventures
		LA		Mosing Ventures
		LA		Moaing Ventures
		LA		Mosing Ventures
		LA		Mosing Ventures
		LA		Mosing Ventures
		LA		Mosing Ventures
		LA		Mosing Ventures
		LA		Mosing Ventures
		LA		Mosing Ventures
		LA		Mosing Ventures
		TX		Mosing Ventures
		TX		Mosing Ventures
		TX		Mosing Ventures
		TX		Mosing Land and Cattle Company

Exhibit A - 2


(c)	Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements

(include name of Warehouse Operator or other Bailee or Consignee): None.

INFORMATION AND COLLATERAL LOCATIONS OF BLACKHAWK GROUP HOLDINGS, LLC

I. Name of Grantor : Blackhawk Group Holdings, LLC

II. State of Incorporation or Organization : Delaware

III. Type of Entity : Limited liability company

IV. Organizational Number assigned by State of Incorporation or Organization : 5350507

V. Federal Identification Number : 46-2984904


VI.	Place of Business (if it has only one) or Chief Executive Office (if more than one place of business) and Mailing Address :

10260 Westheimer Road

Suite 700

Houston, TX 77042-3107

Attention: John Symington

Facsimile No:: (281) 558-2980


VII.	Locations of Collateral :

(a) Properties Owned by the Grantor : None.

(b) Properties Leased by the Grantor (Include Landlord’s Name): None.


(c)	Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements

(include name of Warehouse Operator or other Bailee or Consignee): None.

INFORMATION AND COLLATERAL LOCATIONS OF FRANK’S INTERNATIONAL GP, LLC

I. Name of Grantor : Frank’s International GP, LLC

II. State of Incorporation or Organization : Delaware

III. Type of Entity : Limited liability company

IV. Organizational Number assigned by State of Incorporation or Organization : 5516366

V. Federal Identification Number : None.


VI.	Place of Business (if it has only one) or Chief Executive Office (if more than one place of business) and Mailing Address :

10260 Westheimer Road

Suite 700

Houston, TX 77042-3107

Attention: John Symington

Facsimile No:: (281) 558-2980

VII. Locations of Collateral :

(a) Properties Owned by the Grantor : None.

(b) Properties Leased by the Grantor (Include Landlord’s Name): None.


(c)	Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements

(include name of Warehouse Operator or other Bailee or Consignee): None.

INFORMATION AND COLLATERAL LOCATIONS OF FRANK’S INTERNATIONAL, LP

Exhibit A - 3

I. Name of Grantor : Frank’s International, LP

II. State of Incorporation or Organization : Delaware

III. Type of Entity : Limited partnership

IV. Organizational Number assigned by State of Incorporation or Organization : 5559788

V. Federal Identification Number : None.


VI.	Place of Business (if it has only one) or Chief Executive Office (if more than one place of business) and Mailing Address :

10260 Westheimer Road

Suite 700

Houston, TX 77042-3107

Attention: John Symington

Facsimile No:: (281) 558-2980


VII.	Locations of Collateral :

(a) Properties Owned by the Grantor : None.

(b) Properties Leased by the Grantor (Include Landlord’s Name): None.


(c)	Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements

(include name of Warehouse Operator or other Bailee or Consignee): None.

INFORMATION AND COLLATERAL LOCATIONS OF BLACKHAWK INTERMEDIATE HOLDINGS, LLC

I. Name of Grantor : Blackhawk Intermediate Holdings, LLC

II. State of Incorporation or Organization : Delaware

III. Type of Entity : Limited liability company

IV. Organizational Number assigned by State of Incorporation or Organization : 5350508

V. Federal Identification Number : 46-2985015


VI.	Place of Business (if it has only one) or Chief Executive Office (if more than one place of business) and Mailing Address :

10260 Westheimer Road

Suite 700

Houston, TX 77042-3107

Attention: John Symington

Facsimile No:: (281) 558-2980


VII.	Locations of Collateral :

(a) Properties Owned by the Grantor : None.

(b) Properties Leased by the Grantor (Include Landlord’s Name): None.


(c)	Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements

(include name of Warehouse Operator or other Bailee or Consignee): None.

INFORMATION AND COLLATERAL LOCATIONS OF BLACKHAWK SPECIALTY TOOLS, LLC

I. Name of Grantor : Blackhawk Specialty Tools, LLC

II. State of Incorporation or Organization : Texas

Exhibit A - 4

III. Type of Entity : Limited liability company

IV. Organizational Number assigned by State of Incorporation or Organization : 12612360557

V. Federal Identification Number : 26-1236055


VI.	Place of Business (if it has only one) or Chief Executive Office (if more than one place of business) and Mailing Address :

10260 Westheimer Road

Suite 700

Houston, TX 77042-3107

Attention: John Symington

Facsimile No:: (281) 558-2980


VII.	Locations of Collateral :

(a) Properties Owned by the Grantor : None.

(b) Properties Leased by the Grantor (Include Landlord’s Name):



Street Address	City	State/ Country	Lessor/ Counterparty
		LA	Trinity Investments
		LA	KRB Enterprises
		LA	Whitetail Enterprises, LLC
		LA	T&W Properties
		LA	T&W Properties
		Mexico	Corporativo Carmen Business Center
		Mexico	Mrs. Casilda magana Graniel
		Mexico	Mrs. Yolando Magana Graniel
		PA	Fishlips, LLC
		TX	EDDR Joint Venture
		TX	8799 Crownhill, LP
		LA	Trinity Investments
		TX	Hawk View Investment Partners, LLC


(c)	Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements

(include name of Warehouse Operator or other Bailee or Consignee): None.

INFORMATION AND COLLATERAL LOCATIONS OF TRINITY TOOL RENTALS, L.L.C.

I. Name of Grantor : Trinity Tool Rentals, L.L.C.

II. State of Incorporation or Organization : Louisiana

III. Type of Entity : Limited liability company

IV. Organizational Number assigned by State of Incorporation or Organization : 35046873K

V. Federal Identification Number : 72-1496257


VI.	Place of Business (if it has only one) or Chief Executive Office (if more than one place of business) and Mailing Address :

10260 Westheimer Road

Suite 700

Houston, TX 77042-3107

Attention: John Symington

Exhibit A - 5

Facsimile No:: (281) 558-2980


VII.	Locations of Collateral :

(a) Properties Owned by the Grantor :



Street Address	City	State
		LA

(b) Properties Leased by the Grantor (Include Landlord’s Name):



Street Address	City	State	Lessor/ Counterparty
		LA	Justin L. Mire


(c)	Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements

(include name of Warehouse Operator or other Bailee or Consignee): None.

Exhibit A - 6

EXHIBIT B to U.S. PLEDGE

AND SECURITY AGREEMENT

EXHIBIT B

DEPOSIT ACCOUNTS, SECURITIES ACCOUNTS AND COLLATERAL ACCOUNTS

DEPOSIT ACCOUNTS



Name of Grantor	Name of Institution	Account Number	Check here if Deposit Account is a Collateral Deposit Account	Description of Deposit Account if not a Collateral Deposit Account
Frank's International LLC	Amegy Bank	######	Y	N/A
Blackhawk Specialty Tools LLC	Amegy Bank	##########	Y	N/A

SECURITIES ACCOUNTS



Name of Grantor	Name of Institution	Account Number
None	None	None

COMMODITY ACCOUNTS



Name of Grantor	Name of Institution	Account Number
None	None	None

Exhibit B - 1

EXHIBIT C to U.S. PLEDGE

AND SECURITY AGREEMENT

EXHIBIT C

LETTER-OF-CREDIT RIGHTS AND CHATTEL PAPER


I.	LETTER-OF-CREDIT RIGHTS

None.


II.	CHATTEL PAPER

None.

Exhibit C - 1

EXHIBIT D to U.S. PLEDGE

AND SECURITY AGREEMENT

EXHIBIT D

PLEDGED COLLATERAL, SECURITIES AND OTHER INVESTMENT PROPERTY

PLEDGED COLLATERAL



Name of Grantor	Issuer	Certificate Number(s)	Number of Shares	Class of Stock	Percentage of Outstanding Shares
Frank’s International GP, LLC	Frank’s International, LP	N/A	N/A	Partnership Interest	0.01%
Frank’s International, LP	Frank’s International, LLC	N/A	N/A	Limited Liability Company Interests	100%
Blackhawk Group Holdings, LLC	Blackhawk Intermediate Holdings, LLC	N/A	100	Limited Liability Company Units	100%
Blackhawk Intermediate Holdings, LLC	Blackhawk Specialty Tools, LLC	N/A	100	Limited Liability Company Units	100%
Blackhawk Specialty Tools, LLC	Trinity Tool Rentals, L.L.C.	N/A	100	Limited Liability Company Units	100%
Blackhawk Specialty Tools, LLC	Blackhawk Specialty Tools de Mexico, S. de R.L. de C.V.	N/A	1	Capital Stock	65%
Blackhawk Specialty Tools, LLC	Blackhawk Specialty Tools do Brasil Servicos de Petroleo Ltda.	N/A	1,742,329	Capital Stock	65%

BONDS

None.

GOVERNMENT SECURITIES

None.

OTHER SECURITIES OR OTHER INVESTMENT PROPERTY
(CERTIFICATED AND UNCERTIFICATED)

None.

Exhibit D - 1

EXHIBIT E to U.S. PLEDGE

AND SECURITY AGREEMENT

EXHIBIT E

OFFICES IN WHICH FINANCING STATEMENTS WILL BE FILED



Name of Grantor	Jurisdiction of Incorporation or Formation
Blackhawk Group Holdings, LLC	Secretary of State of Delaware
Frank’s International GP, LLC	Secretary of State of Delaware
Frank’s International, LP	Secretary of State of Delaware
Frank’s International, LLC	Secretary of State of Texas
Blackhawk Intermediate Holdings, LLC	Secretary of State of Delaware
Blackhawk Specialty Tools, LLC	Secretary of State of Texas
Trinity Tool Rentals, L.L.C.	Louisiana Secretary of State

Exhibit E - 1

EXHIBIT F to U.S. PLEDGE

AND SECURITY AGREEMENT

EXHIBIT F

EXHIBIT AMENDMENT

This Exhibit Amendment, dated _____________, ___ is delivered pursuant to Section 4.4 of the Security Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Security Agreement. The undersigned hereby certifies that the representations and warranties in Article III of the Security Agreement are and continue to be true and correct. The undersigned further agrees that this Amendment may be attached to that certain Pledge and Security Agreement, dated November [●], 2018, between the undersigned, as the Grantors, and JPMorgan Chase Bank, N.A., as the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “ Security Agreement ”) and that the Collateral listed on Schedule I to this Amendment shall be and become a part of the Collateral referred to in said Security Agreement and shall secure all Secured Obligations referred to in the Security Agreement.



GRANTOR:


	By:
	Name:
	Title:

Acknowledged and Accepted by:

[ADMINISTRATIVE AGENT]

By:

Name:

Title:

Exhibit F - 1

SCHEDULE I TO AMENDMENT

PLEDGED COLLATERAL



Name of Grantor	Issuer	Certificate Number(s)	Number of Shares	Class of Stock	Percentage of Outstanding Shares

BONDS



Name of Grantor	Issuer	Number	Face Amount	Coupon Rate	Maturity

GOVERNMENT SECURITIES

OTHER SECURITIES OR OTHER INVESTMENT PROPERTY
(CERTIFICATED AND UNCERTIFICATED)



Name of Grantor	Issuer	Description of \|Collateral	Percentage Ownership Interest

[Add description of custody accounts or arrangements with securities intermediary, if applicable]

COMMERCIAL TORT CLAIMS



			Case Number; Name of Court where Case was
Name of Grantor	Description of Claim	Parties	Filed

Exhibit F - 2

EXHIBIT G to U.S. PLEDGE

AND SECURITY AGREEMENT

EXHIBIT G

COMMERCIAL TORT CLAIMS

None.

Exhibit G - 1

SUPPLEMENT TO U.S. PLEDGE AND SECURITY AGREEMENT

[DATE]

Reference is hereby made to the Pledge and Security Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “ Security Agreement ”), dated as of November [●], 2018, by and among Frank’s International LLC, a Texas limited liability company and Blackhawk Group Holdings LLC, a Delaware limited liability company (collectively, the “ Borrowers ”), each other Grantor that is a signatory hereto and any additional entities which become parties to the Security Agreement as Grantors and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “ Administrative Agent ”) for the Secured Parties party to the Credit Agreement. Each capitalized term used herein and not defined herein shall have the meaning given to it in the Security Agreement.

By its execution below, the undersigned, [NAME OF NEW GRANTOR], a [______________] [corporation] [partnership] [limited liability company] (the “ New Grantor ”) agrees to become, and does hereby become, a Grantor under the Security Agreement and agrees to be bound by such Security Agreement as if originally a party thereto. The New Grantor hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Secured Parties, a security interest in all of the New Grantor’s right, title and interest in and to the Collateral, whether now owned or hereafter acquired, to secure the prompt and complete payment and performance of the Secured Obligations.

By its execution below, the New Grantor represents and warrants as to itself that all of the representations and warranties contained in the Security Agreement are true and correct in all respects as of the date hereof. The New Grantor represents and warrants that the supplements to the Exhibits to the Security Agreement attached hereto are true and correct in all respects and such supplements set forth all information required to be scheduled under the Security Agreement. The New Grantor shall take all steps necessary to perfect, in favor of the Administrative Agent, a first-priority security interest in and lien against the New Grantor’s Collateral, including, without limitation, delivering all certificated Pledged Collateral to the Administrative Agent (and other Collateral required to be delivered under the Security Agreement), and taking all steps necessary to properly perfect the Administrative Agent’s interest in any uncertificated Pledged Collateral. The Collateral listed on Schedule I to this Supplement shall hereby become a part of the Collateral referred to in said Security Agreement and shall secure all Secured Obligations referred to in the Security Agreement.

THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUCTED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, [NAME OF NEW GRANTOR], a [______________________] [corporation] [partnership] [limited liability company] has duly executed and delivered this Annex I counterpart to the Security Agreement as of the date first set forth above.



[NAME OF NEW GRANTOR]


	By:
	Name:
	Title:

Annex I - 2

SCHEDULE I TO
SUPPLEMENT TO U.S. PLEDGE AND SECURITY AGREEMENT NO. [ ]

Exhibit A

NOTICE ADDRESS OF ADDITIONAL GRANTOR(S)

INFORMATION AND COLLATERAL LOCATIONS OF [ ]

VIII. Name of Grantor :

IX. State of Incorporation or Organization :

X. Type of Entity :

XI. Organizational Number assigned by State of Incorporation or Organization :

XII. Federal Identification Number : [●]


XIII.	Place of Business (if it has only one) or Chief Executive Office (if more than one place of business) and Mailing Address :


XIV.	Locations of Collateral:

Annex I - 2

Exhibit B

DEPOSIT ACCOUNTS, SECURITIES ACCOUNTS AND COLLATERAL ACCOUNTS

DEPOSIT ACCOUNTS



Name of Grantor	Name of Institution	Account Number	Check here if Deposit Account is a Collateral Deposit Account	Description of Deposit Account if not a Collateral Deposit Account

SECURITIES ACCOUNTS



Name of Grantor	Name of Institution	Account Number

COMMODITY ACCOUNTS



Name of Grantor	Name of Institution	Account Number

Annex I - 3

Exhibit C

LETTER-OF-CREDIT RIGHTS AND CHATTEL PAPER


I.	LETTER-OF-CREDIT RIGHTS


II.	CHATTEL PAPER

Annex I - 4

Exhibit D

PLEDGED COLLATERAL



Name of Grantor	Issuer	Certificate Number(s)	Number of Shares	Class of Stock	Percentage of Outstanding Shares

BONDS



Name of Grantor	Issuer	Number	Face Amount	Coupon Rate	Maturity

GOVERNMENT SECURITIES

OTHER SECURITIES OR OTHER INVESTMENT PROPERTY
(CERTIFICATED AND UNCERTIFICATED)



Name of Grantor	Issuer	Description of \|Collateral	Percentage Ownership Interest

[Add description of custody accounts or arrangements with securities intermediary, if applicable]

Annex I - 5

Exhibit E

COMMERCIAL TORT CLAIMS



			Case Number; Name of Court where Case was
Name of Grantor	Description of Claim	Parties	Filed

Annex I - 6

EXHIBIT 10.3

DUTCH PLEDGE AGREEMENT

dated November 5, 2018

Frank's International C.V.,

Frank's International LP B.V.,

Frank's International Partners B.V.,

Frank's International N.V. and

Frank's International Management B.V.

as Pledgors

and

JPMorgan Chase Bank, N.A.

as Pledgee

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TABLE OF CONTENTS



1	DEFINITIONS AND INTERPRETATION	1
2	AGREEMENT AND CREATION OF PLEDGE	6
3	REPRESENTATIONS AND WARRANTIES	8
4	UNDERTAKINGS	9
5	AUTHORITY TO COLLECT AND TO REQUIRE POSSESSION	10
6	ENFORCEMENT	11
7	APPLICATION OF PROCEEDS	12
8	CANCELLATION	12
9	LIABILITY	12
10	COSTS	12
11	POWER OF ATTORNEY	12
12	MISCELLANEOUS	13
13	GOVERNING LAW AND JURISDICTION	14

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THIS AGREEMENT is dated November 5, 2018 and made among:


1.	THE ENTITIES listed in Schedule 1 ( Pledgors ) as pledgors (the " Pledgors " and each a " Pledgor "); and


2.	JPMORGAN CHASE BANK, N.A. as pledgee (the " Pledgee ").

WHEREAS

(A)

Reference is made to the credit agreement, dated as of November 5, 2018, among, inter alia , Frank's International C.V., Frank's International, LLC and Blackhawk Group Holdings, LLC as Borrowers, the other Pledgors as Loan Parties, the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto and the Pledgee as Administrative Agent and Issuing Bank (each as defined therein) (the " Credit Agreement ").


(B)	Each Loan Party, including each Pledgor, has or will have monetary payment obligations to the Secured Parties under or in connection with the Credit Agreement.


(C)	To enable the Pledgee to hold security governed by the laws of the Netherlands for the benefit of the Secured Parties, each Loan Party, including each Pledgor, has undertaken or will undertake to pay to the Pledgee, acting in its own name and not as representative of or trustee for the Secured Parties, amounts equal to the amounts due in respect of the Corresponding Liabilities from time to time.


(D)	Each Pledgor wishes to create a pledge over its Collateral in favour of the Pledgee to secure payment of the Parallel Liability.


(E)	The Pledgee enters into this Agreement as Administrative Agent under the Credit Agreement and for the benefit of the Secured Parties, but not as representative of or trustee for the Secured Parties.

IT IS AGREED as follows


1	DEFINITIONS AND INTERPRETATION


1.1	Definitions Credit Agreement

Unless otherwise defined in this Agreement, capitalised terms and expressions defined in the Credit Agreement have the same meanings when used in this Agreement.


1.2	Definitions

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In this Agreement:



" Administrative Agent "	has the meaning given to that term in the Credit Agreement.
" Agreement "	means this Dutch Pledge Agreement.
" Bank Account "	means: a. any bank account held by a Pledgor and listed in Schedule 3 ( Receivables ) as a "Bank Account" under the heading "Banks"; and b. any other present and future bank account held by a Pledgor with a Bank, in each case excluding accounts in which securities are held and Excluded Bank Accounts.
" Bank Consent Letter "	means a bank consent letter substantially in the form of Schedule 5 ( Bank Consent Letter ), or any other form agreed between the Pledgee and the relevant Pledgor.
" Bank Receivables "	means all present and future rights of a Pledgor against a Bank which are or may at any time be reflected in the balance of any Bank Account of that Pledgor with that Bank.
" Bank "	means: c. any person listed in Schedule 3 (Receivables) as a "Bank"; and d. any other bank with which a Pledgor opens or maintains a bank account in the Netherlands.
" Business Day "	has the meaning given to that term in the Credit Agreement.
" Clause "	means a clause in this Agreement.
" Collateral "	means any or all of: a. the Movables; and b. the Receivables, including dependent rights and ancillary rights and all other rights attached thereto.
" Corresponding Liabilities "	has the meaning given to that term in the Credit Agreement.
" Credit Agreement "	has the meaning given to this term in the recitals to this Agreement.
" Enforcement Event "	means an Event of Default which is continuing and has resulted in a default as referred to in section 3:248 NCC with respect to the Secured Obligations.
" Event of Default "	has the meaning given to that term in the Credit Agreement.

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" Excluded Bank Accounts "	means (i) any Deposit Accounts used solely for trust, payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Loan Party or any of its Subsidiaries, (ii) zero balance accounts, (iii) trust accounts, or (iv) the Excluded Deposit Accounts and any bank account with respect to which the Administrative Agent has confirmed in writing that it qualifies as an Excluded Deposit Account (as defined in the Credit Agreement).
"Excluded Deposit Accounts "	any bank account listed in Schedule 3 ( Receivables) as an "Excluded Deposit Account", to be agreed between the Pledgors and the Pledgee in accordance with (iv) of the definition of Excluded Deposit Account in the Credit Agreement.
"Excluded Letter of Credit Rights "	Letter of Credit Rights the value of which, in relation to each individual letter of credit, does not exceed USD 250.000 (two hundred fifty thousand United States Dollars) or its equivalent in euro, provided that the total value of Letter of Credit Rights of the Pledgors jointly does not exceed in aggregate at any time USD 500.000 (five hundred thousand United States Dollars) or its equivalent in euro.
'Excluded Tort Claims "	all present and future rights of a Pledgor against any debtor under or in connection with a tort claim ( vordering uit onrechtmatige daad ) which claim has a value which does not exceed USD 500.000 (five hundred thousand United States Dollars) or its equivalent in euro, provided the total value of all tort claims (other than the claims under (i) of this definition) does not exceed in aggregate at any time USD 750.000 (seven hundred fifty thousand Unites States Dollar).
" Excluded Receivables "	means (a) any present or future rights of a Pledgor against any debtor under or in connection with any agreement, lease, permit or license agreement, in each case, to the extent that and for so long as the creation of a pledge on such rights would (i) under the express terms thereof, result in a breach of the terms thereof or constitute a default thereunder, (ii) under the express terms thereof, create a right of termination in favor of any party thereunder (other than a Pledgor), (iii) would require the consent of a Governmental Authority, (iv) violate any Requirement of Law, in each case for the foregoing subclauses (i), (ii), (iii) and (iv), other than to the extent such term has been waived by the applicable party or Governmental Authority, as applicable, provided that immediately upon the ineffectiveness, lapse or termination or any such express term, such asset shall automatically cease to constitute "Excluded Receivable"; (b) Excluded Tort Claims; and (c) Excluded Letter of Credit Rights.
" Group Company "	means any person forming part of the Group.

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" Group "	has the meaning given to that term in the Credit Agreement.
" Insurance Company "	means any person which enters into an insurance policy with a Pledgor.
" Insurance Policy "	means any present and future insurance policy entered into by a Pledgor with an Insurance Company.
" Insurance Receivables "	means all present and future rights of a Pledgor against an Insurance Company under or in connection with an Insurance Policy.
" Intercompany Receivables "	means all present and future rights of a Pledgor against a Group Company.
"Letter of Credit Rights "	any present and future rights of a Pledgor to receive payment under a letter of credit
" Loan Document "	has the meaning given to that term in the Credit Agreement.
" Loan Party "	has the meaning given to that term in the Credit Agreement.
" Movables "	means all present and future movable assets, including equipment, stock and inventory, owned (whether fully or conditionally) by a Pledgor including the Movables kept at the locations listed below in Schedule 2 ( Movables ).
" NCC "	means the Netherlands Civil Code ( Burgerlijk Wetboek ).
" Parallel Liability "	has the meaning given to that term in the Credit Agreement.
" Party "	means a party to this Agreement.
" Pledge "	means any pledge created and, to the extent applicable, purported to be created under this Agreement or any Supplemental Pledge Agreement.
" Receivables "	means all: a. Bank Receivables; b. Insurance Receivables; c. Intercompany Receivables; and d. all other present and future rights of a Pledgor against any debtor under or in connection with any legal relationship, whether contractual or non-contractual, in each case, other than Excluded Receivables.

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" Relevant Date "	any day on which: i. a Pledgor opens a Bank Account; ii. a person becomes a Group Company; and iii. a Pledgor enters into an Insurance Policy; the aggregate total value of the Letter of Credit Rights of the Pledgors jointly exceeds USD 500.000 (five hundred thousand United States Dollars) or its equivalent in euro; and v. the total value of all tort claims (other than the claims under (i) of the definition Excluded Tort Claims) of the Pledgors jointly exceeds USD 750.000 (seven hundred fifty thousand Unites States Dollar).
" Schedule "	means a schedule to this Agreement.
" Secured Obligations "	means all monetary payment obligations ( verbintenis tot betaling van een geldsom ), whether present or future, actual or contingent owed from time to time to the Pledgee under or in connection with the Parallel Liability.
" Secured Party "	has the meaning given to that term in the Credit Agreement.
"Supplemental Pledge Agreement"	means a pledge agreement substantially in the form of Schedule 4 ( Form of Supplemental Pledge Agreement ), or any other form the Pledgee may deem appropriate.

1.3 Construction


a.	This Agreement is entered into between the Pledgee on the one hand and each of the Pledgors on the other hand for efficiency purposes and shall be construed so as to constitute a separate pledge agreement between the relevant Pledgor on the one hand and the Pledgee on the other hand.


b.	A reference to any asset, legal relationship or obligation shall, where the context so permits, be construed as a reference to any present or future asset, legal relationship or obligation.


c.	A reference to the " Pledgee " or a " Pledgor " shall be construed to include its respective successors or assigns.


d.	A reference to an agreement is a reference to such agreement as from time to time amended, restated, supplemented or otherwise modified.


e.	The words " include ", " includes " and " including " shall be deemed to be followed by the phrase "without limitation" and corresponding derivative expressions.


f.	The words " dispose ", " disposal " and " disposition " include the creation of a pledge, mortgage or other in rem right or interest.

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g.	The words used in this Agreement to describe legal concepts, although in English, refer to Netherlands legal concepts only and the interpretation of those words under the laws of any country other than the Netherlands is to be disregarded.

1.4 Dutch Security Agreement

This Agreement, any Supplemental Pledge Agreement and any Bank Consent Letter is a Dutch Security Agreement.

2 AGREEMENT AND CREATION OF PLEDGE

2.1 Agreement to pledge Collateral

Each Pledgor hereby agrees to pledge to the Pledgee, on the terms of this Agreement all its Collateral.

2.2 Creation of pledge over Collateral

As security for the payment when due of the Secured Obligations, each Pledgor hereby pledges to the Pledgee, where applicable and to the extent permitted by law in advance, all its Collateral. The Pledgee, where applicable and to the extent permitted by law in advance, hereby accepts such rights of pledge.

2.3 Supplemental Pledge Agreement

a. Each Pledgor shall enter into a Supplemental Pledge Agreement:

i. on the last Business Day of each calendar quarter;


ii.	at the first reasonable request of the Pledgee submitted in writing to such Pledgor;

iii. on each Relevant Date; and


iv.	after the occurrence of an Event of Default which is continuing, at such other intervals or times as the Pledgee in its sole discretion may deem appropriate, and notified to such Pledgor.

The above obligations are without prejudice to the Pledgee's authority under Clause 11 ( Power of attorney ) to execute a Supplemental Pledge Agreement itself on behalf of any Pledgor at such intervals or times as it deems appropriate.

Registration

a. Each Pledgor shall:


i.	immediately upon signing this Agreement or any Supplemental Pledge Agreement, submit this Agreement or such Supplemental Pledge Agreement for registration with the office of the Dutch tax authorities in Rotterdam in accordance with the 1970 Registration Act ( Registratiewet 1970 ), and provide the Pledgee with a copy of each request for Registration; and


ii.	with respect to each such request, provide the Pledgee without delay with evidence that registration has been completed.

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b.	The above obligations are without prejudice to the Pledgee's power by law to effectuate registration itself.

2.5 Notification - Bank Receivables


a.	Each Pledgor shall promptly upon opening a Bank Account, notify the Bank of the Pledge by means of a Bank Consent Letter and provide the Pledgee with a copy of such Bank Consent Letter.


b.	Each Pledgor shall make reasonable endeavours to ensure that each Bank at which it opens a Bank Account gives its consent to the Pledge over the Bank Receivables owed by that Bank to the Pledgor by countersigning a Bank Consent Letter, and shall provide the Pledgee with a copy of each such duly countersigned Bank Consent Letter within 10 ( ten ) Business Days of opening such new Bank Account.


c.	The Pledgee hereby in advance accepts each Pledge created pursuant to any Bank Consent Letter and any stipulations made for its benefit in any Bank Consent Letter.

2.6 Parties' intent

Each Pledgor confirms that the relevant Pledge is intended to extend and shall extend to the amount of the Secured Obligations from time to time notwithstanding any subsequent amendments or other modifications thereto (however fundamental) or to any Loan Document and/or variation, increase or addition of or to any facility or amount made available under any Loan Document and notwithstanding any other event that may affect the Secured Obligations:

including any rescheduling of indebtedness under any facility, any accession of a party to or retirement of a party from any Loan Document, any deferral or redenomination of any amount owing under any Loan Document, any change in the purpose for which any facility or amount is made available, any addition of a new facility, any increase of the amount of a facility, or any increase in the margin, fee or commission or any other amount owing or accruing under any Loan Document; and


ii.	irrespective of whether the purpose of that amendment, restatement. supplement or modification is to carry out business acquisitions of any nature, to increase working capital, to enable distributions to be made to shareholders, to carry out restructurings, to refinance existing facilities, to refinance any other indebtedness, to make facilities available to new borrowers, or any other purpose;

and shall likewise extend to any fees, costs and/or expenses associated with any such amendment, restatement, supplement or modification.


b.	Each Pledgor and the Pledgee confirm and agree that, to the extent the Secured Obligations are transferred to a Pledgor or any other person by way of subrogation or otherwise, it is intended that the Pledges shall not secure the Secured Obligations

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so transferred and that such Pledgor nor any other person shall have the benefit of the Pledge or any rights of the Pledgee under this Agreement to the extent related to the Secured Obligations so transferred.

Paragraph b. shall not apply if the Pledgee transfers its rights under the Parallel Liability to a successor Administrative Agent (the " New Agent ") in accordance with the terms of the Loan Documents and each Pledgor and the Pledgee confirm and agree that if the Pledgee transfers its rights under the Parallel Liability to a New Agent in accordance with the terms of the Loan Documents, it is intended that, to the extent possible under the laws of the Netherlands:


i.	the New Agent will have the benefit of the Pledge and any rights of the Pledgee under this Agreement as if it were the original Pledgee;


ii.	claims of the New Agent arising after the date of such transfer and falling within the definition of Secured Obligations will be secured by the Pledge;


iii.	Collateral acquired by a Pledgor after the date of such transfer will be subject to the Pledge (and each Pledgor agrees and confirms that any Pledge created by that Pledgor in advance will be deemed to have been created also for the benefit of such New Agent); and


iv.	any power of attorney or waiver granted by a Pledgor to the Pledgee under this Agreement will be deemed to have been created also for the benefit of such New Agent and can be enforced against that Pledgor by the New Agent.

It is the Parties' intention that this Agreement creates security interests over the Collateral under the laws of the Netherlands. However, if a court outside the Netherlands holds that pursuant to a rule of private international law applied by that court, the laws of any other jurisdiction apply to the creation and validity of a security interest over any of the Collateral under this Agreement, then the security interest over such Collateral is intended to be created under the laws of that other jurisdiction as well.

3 REPRESENTATIONS AND WARRANTIES

Each Pledgor represents and warrants to the Pledgee that on the date of this Agreement or as applicable the date of a Supplemental Pledge Agreement:


a.	it has title to its Collateral and full power to dispose of and encumber its Collateral;


b.	except as permitted under the Credit Agreement, its Collateral is not subject to any limited right or other encumbrance and no offer has been made or agreement

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entered into to transfer or encumber, whether or not in advance, that Collateral and no attachment has been levied on its Collateral;


c.	the information set out in Schedule 2 ( Movables ) and Schedule 3 ( Receivables ) is complete and correct; and


d.	its Collateral is freely transferable and capable of being pledged with respect to Bank Receivables subject to receipt of a countersigned Bank Consent Letter to the extent such consent is required to create a pledge over those Bank Receivables.

UNDERTAKINGS

4.1 Information

At the Pledgee's first reasonable request and in such form as the Pledgee may designate, each Pledgor shall, subject to the terms of the Credit Agreement, provide all information, evidence and documents relating to its Collateral which the Pledgee deems necessary to exercise its rights under this Agreement. If requested by the Pledgee, each Pledgor shall update the information set out in Schedule 2 ( Movables ) and Schedule 3 ( Receivables ).

4.2 Duty to notify


a.	Each Pledgor shall notify the Pledgee immediately of any circumstance of which it becomes aware which could adversely affect the Pledge or the value of its Collateral, including if:


i.	an attachment is levied on its Collateral and/or any claim is made or notice is given by any third party with respect to its Collateral;


ii.	an application being filed for any of the Pledgors' bankruptcy, or for the granting of a suspension of payments;


iii.	any Pledgor is declared bankrupt or is granted a suspension of payments or provisional suspension of payments; or


iv.	an event analogous to any of the above occurring under the laws of any other jurisdiction.


b.	Each Pledgor shall immediately inform in writing persons such as a liquidator in bankruptcy, an administrator of a Pledgor in a (preliminary) suspension of payments or persons making an attachment, of the existence of the rights of the Pledgee pursuant to this Agreement.

4.3 Further assurances

At the Pledgee's request, each Pledgor shall, at its own expense, provide any assurances to, or for the benefit of, the Pledgee and perform all acts that the Pledgee reasonably considers necessary for the creation or protection of a Pledge or to exercise or have the

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full benefit of its rights under or in connection with this Agreement (including the right to enforce these rights). Each Pledgor also agrees to take any and all action to defend title to its Collateral against any party and to defend the Pledge and the priority thereof against any pledge not created or purported to be created under this Agreement.

4.4 Waiver of limitations or prohibitions to pledge

Without prejudice to Clause 2.5 ( Notification - Bank Receivables ), each Pledgor shall use its reasonable endeavours to obtain a waiver from any debtor of receivables of any limitations or prohibitions to pledge any such receivables, to the extent the relevant legal relationship with such debtor contains such limitations or prohibitions.

4.5 Undertakings applicable to Movables

None of the Pledgors shall keep its Movables at a Material Inventory Location (as

defined in the U.S. Pledge and Security Agreement) other than a location notified to the

Pledgee.

4.6 Undertakings applicable to securities accounts

Each Pledgor shall promptly upon opening a securities account with a bank or other financial institution in the Netherlands procure that such account is subject to a Pledge and perform all acts that the Pledgee reasonably considers necessary for the creation or protection of a Pledge.

5. AUTHORITY TO COLLECT AND TO REQUIRE POSSESSION

5.1 Authority to collect Receivables


a.	Each Pledgor may collect its Receivables in the ordinary course of its business, to the extent permitted under the Loan Documents and provided payments are received in a Bank Account.


b.	Upon the occurrence and during the continuance of an Event of Default, the Pledgee may notify any debtor of the Pledge and of the Pledgee's sole authority to collect the Receivables owed by that debtor, and instruct that debtor to make all further payments of Receivables into a bank account designated by the Pledgee.

Following the exercise by the Pledgee of its rights under b., the relevant Pledgors may no longer collect the relevant Receivables and the Pledgee shall be solely authorised to collect such Receivables. The Pledgee's authority to collect Receivables includes the right or authority to demand, by legal proceedings or otherwise, payment by the debtor of that Receivable and the Pledgee is hereby authorised to enter into compromises, settlements and other agreements with that debtor, to grant a discharge in respect of a Receivable and to exercise all other rights of a Pledgor in connection with such Receivables (including causing any or all of them to be due and payable). Each Pledgor hereby undertakes not to take any of the actions described in the previous sentence following the exercise by the Pledgee of its rights under b.i. or b.ii.

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d.	Each Pledgor hereby waives in advance any right it may have under section 3:246(4) NCC.

5.2 Authority to require possession of Movables

Upon the occurrence and during the continuance of an Event of Default:


a.	the Pledgee shall have the right to enter any location where Movables are located during business hours and to require that the Movables be brought into its possession or the possession of a third party appointed by it for this purpose; and

the Pledgee is authorised (but not obliged) to discharge any outstanding claims of any supplier of Movables to a Pledgor, and to enter into compromises, settlements and other agreements with such supplier on behalf and in the name of that Pledgor. Unless with the prior approval of the Pledgee, each Pledgor hereby undertakes not to take any of the actions described in the previous sentence (other than discharging any outstanding claims of any supplier in full) following the occurrence of an Event of Default which is continuing. Each Pledgor and the Pledgee hereby agree that in case of discharge of the claim of a supplier as a result of a payment by the Pledgee, the Pledgee will by operation of law acquire the claim of such supplier vis-à-vis the relevant Pledgor by way of subrogation (as referred to in section 6:150(d) NCC), and that the Pledge will also secure the claim acquired from the supplier as a result of subrogation.

6 ENFORCEMENT

6.1 Enforcement Event


a.	Upon the occurrence of an Enforcement Event, the Pledgee may:


i.	sell any or all of the Collateral in accordance with applicable law and take recourse against the proceeds of sale;


ii.	take recourse against the proceeds of Receivables collected pursuant to paragraph c. of Clause 5.1 ( Authority to collect Receivables ); and


iii.	exercise any other right, remedy, power or discretion provided by law or this Agreement.


b.	Each Pledgor waives its right to file a request with the court under section 3:251(1) NCC to sell the Collateral in another manner than as provided for in section 3:250 NCC.


c.	The Pledgee shall not be obliged to notify any Pledgor of the sale or of how, where or when it will be or was conducted (as provided for in section 3:249(1) NCC and 3:252 NCC).


d.	The Pledgee is not obliged to first enforce any other security right created under or in connection with the Credit Agreement.

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e.	Each Pledgor hereby irrevocably and unconditionally waives any right it may have or acquire under sections 3:233, 3:234, 6:139 and 6:154 NCC.

7 APPLICATION OF PROCEEDS

The Pledgee shall distribute any amount irrevocably received by it pursuant to enforcement of one or more of the Pledges among the Secured Parties in accordance with the Credit Agreement, subject to mandatory provisions of Netherlands law.

8 CANCELLATION

The Pledgee is entitled to cancel ( opzeggen ) any Pledge under this Agreement in whole or in part by notice in writing to the relevant Pledgor as provided for in section 3:81(2)(d) NCC.

9 LIABILITY

The Pledgee is not liable to any Pledgor for any loss or damage arising from any exercise of, or failure to exercise, its rights under this Agreement, except for gross negligence or wilful misconduct of the Pledgee.

10 COSTS

The Pledgee may charge all costs, losses, claims and expenses of whatever nature (including legal fees) incurred by it in connection with this Agreement in accordance with the Credit Agreement.

11 POWER OF ATTORNEY


a.	Each Pledgor gives the Pledgee an irrevocable power of attorney, with the right of substitution, to perform all acts, including acts of disposition, on behalf of that Pledgor which in the sole opinion of the Pledgee are necessary in order to:


i.	create any Pledge (including by executing a Supplemental Pledge Agreement as provided for in Clause 2.3 ( Supplemental Pledge Agreement )); and/or


ii.	to have the full benefit of any Pledge (including performing any of that Pledgor's obligations under this Agreement and exercising any of that Pledgor's rights to and in connection with its Collateral).


b.	In acting on behalf of a Pledgor pursuant to the power of attorney, the Pledgee may act as counterparty of that Pledgor even in the event of a conflict of interest.

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c.	The Pledgee shall only use the power of attorney described in paragraph a.ii. of this Article, if the relevant Pledgor fails to comply with any of its obligations under or in connection with this Agreement or an Event of Default has occurred which is continuing and in any event after notification thereof in writing by the Pledgee to the relevant Pledgor.

12 MISCELLANEOUS

12.1 No rescission, nullification or suspension

To the extent permitted by law, each Pledgor hereby waives any right it may have at any time:


a.	under sections 6:228 or 6:265 NCC or any other ground (under any applicable law) to rescind or nullify this Agreement or to demand its rescission or nullification in legal proceedings; and


b.	under sections 6:52, 6:262 or 6:263 NCC or any other ground (under any applicable law) to suspend the performance of any obligation under or in connection with this Agreement.

12.2 Transfer of rights and obligations


a.	A Pledgor may not transfer any of its rights and/or obligations under or in connection with this Agreement or its contractual relationship under this Agreement without the Pledgee's prior written consent.


b.	The Pledgee may transfer its contractual relationship under this Agreement in connection with a transfer of its rights under the Parallel Liability to a New Agent in accordance with the Credit Agreement. Each Pledgor hereby, in advance, irrevocably grants its co-operation to such transfer of contractual relationship.


c.	The Pledgee is entitled to provide any transferee or proposed transferee with any information concerning any Pledgor and/or the Collateral in accordance with the Credit Agreement.


d.	Upon a transfer by the Pledgee of any rights in respect of the Parallel Liability, the transferee will become entitled to the Pledge.

12.3 Notice

Any notice or other communication under or in connection with this Agreement must be made in accordance with the Credit Agreement.

12.4 Records and calculations of the Pledgee

The books and records maintained by the Pledgee and any calculation or determination by the Pledgee of the existence and the amount of the Secured Obligations are prima facie evidence within the meaning of section 151 Netherlands Code of Civil Procedure of the existence and the amounts of the Secured Obligations and other matters to which they relate.

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12.5 Partial invalidity

If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable with respect to any Party in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision with respect to any other Party, nor the legality, validity or enforceability of the remaining provisions with respect to that Party or any other Party under the law of any other jurisdiction will in any way be affected or impaired.

12.6 Execution and amendments


a.	This Agreement shall become binding on a Pledgor as soon as it has been signed by that Pledgor and the Pledgee. The obligations of that Pledgor under this Agreement shall not be limited or affected in any way by the absence of the signature of any other Pledgor.


b.	This Agreement and any Supplemental Pledge Agreement may be signed in any number of counterparts.


c.	This Agreement may only be amended by a written agreement.

12.7 No implied waiver and no forfeiture


a.	Any waiver under this Agreement must be made by giving written notice to that effect.


b.	Where the Pledgee does not exercise any right under or in connection with this Agreement (which includes the granting by the Pledgee to a Pledgor of an extension of time in which to perform its obligations under any of these provisions), this will not constitute a waiver or forfeiture of that right.


c.	The rights of the Pledgee under this Agreement supplement any other right that the Pledgee may have under Netherlands law or any other law.

12.8 No fiduciary duty

This Agreement does not create any duty of care or other fiduciary duty under any law of the Pledgee vis-à-vis any Secured Party and does not create any rights for such Secured Party with respect to the Pledgee, and no Secured Party or any other third party can derive any rights from this Agreement vis-à-vis the Pledgee.

13 GOVERNING LAW AND JURISDICTION


a.	This Agreement (including the submission to jurisdiction pursuant to paragraph c. of this Clause) and the Pledge is governed by the laws of the Netherlands.

If a Pledgor is represented by an attorney in connection with the signing and/or execution of this Agreement or any other agreement, deed or document referred to in this Agreement or made pursuant to this Agreement, it is hereby acknowledged and accepted by each other Party that the existence and extent of the attorney's authority and the effects of the attorney's exercise or purported exercise of his or her authority shall be governed by the laws of the Netherlands.

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The courts of Amsterdam, the Netherlands have exclusive jurisdiction to settle any dispute arising from or in connection with this Agreement or any Supplemental Pledge Agreement (including a dispute regarding the existence, validity or termination of this Agreement or any Supplemental Pledge Agreement). As a result, the Pledgee shall not be prevented from taking proceedings in any other courts with jurisdiction. To the extent allowed by law, the Pledgee may take concurrent proceedings in any number of jurisdictions.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

[ signature page follows ]

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SIGNATURES

THE PLEDGORS

Frank's International Management B.V., acting as the managing partner for and on behalf of Frank's International C.V.

/s/ Kyle McClure

By: Kyle McClure

Title: Authorised signatory

Frank's International LP B.V.

/s/ Kyle McClure

By: Kyle McClure

Title: Authorised signatory

Frank's International N.V.

/s/ Kyle McClure

By: Kyle McClure

Title: Authorised signatory

Frank's International Partners B.V.

/s/ Kyle McClure

By: Kyle McClure

Title: Authorised signatory

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Frank's International Management B.V.

/s/ Kyle McClure

By: Kyle McClure

Title: Authorised signatory

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THE PLEDGEE

JPMorgan Chase Bank, N.A.

/s/ Jorge Diaz Granados

By: Jorge Diaz Granados

Title: Authorized Officer

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SCHEDULE 1

PLEDGORS



Name of Pledgor	Trade register number (or equivalent, if any)
Frank's International C.V.	58482067
Frank's International LP B.V.	50802070
Frank's International Partners B.V.	70213631
Frank's International N.V.	34241787
Frank's International Management B.V.	50802275

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SCHEDULE 2

MOVABLES

Locations of Movables in the Netherlands



Pledgor	Location(s)	[Landlord]/[Custodian]	[Lease]/[Warehouse]
Frank's International C.V.	Location(s): Mastenmakersweg 1, 1786 PB Den Helder, the Netherlands	Location owned by: Frank's International LP B.V.
Frank's International LP B.V.	Location(s): Mastenmakersweg 1, 1786 PB Den Helder, the Netherlands	Location owned by: Frank's International LP B.V.
Frank's International Partners B.V.	Location(s): Mastenmakersweg 1, 1786 PB Den Helder, the Netherlands	Location owned by: Frank's International LP B.V.
Frank's International N.V.	Location(s): Mastenmakersweg 1, 1786 PB Den Helder, the Netherlands	Location owned by: Frank's International LP B.V.
Frank's International Management B.V.	Location(s): Mastenmakersweg 1, 1786 PB Den Helder, the Netherlands	Location owned by: Frank's International LP B.V.

63004044 M 25178886 / 23

SCHEDULE 3

RECEIVABLES

Debtors



Banks
Name of Pledgor/account holder	Bank	Bank Account
Frank's International C.V.	Name: [●] Address: [●] Fax number: [●] Attn: [●]	Bank Account(s): None at the date of this Agreement
Frank's International LP B.V.	Name: [●] Address: [●] Fax number: [●] Attn: [●]	Bank Account(s): None at the date of this Agreement
Frank's International Partners B.V.	Name: [●] Address: [●] Fax number: [●] Attn: [●]	Bank Account(s): None at the date of this Agreement
Frank's International N.V.	Name: [●] Address: [●] Fax number: [●] Attn: [●]	Bank Account(s): None at the date of this Agreement
Frank's International Management B.V.	Name: [●] Address: [●] Fax number: [●] Attn: [●]	Bank Account(s): None at the date of this Agreement

63004044 M 25178886 / 23



Excluded Deposit Account
Name of Pledgor/account holder	Bank	Bank Account
Frank's International C.V.	Name: [●] Address: [●] Fax number: [●] Attn: [●]	Bank Account(s): None at the date of this Agreement
Frank's International LP B.V.	Name: [●] Address: [●] Fax number: [●] Attn: [●]	Bank Account(s): None at the date of this Agreement
Frank's International Partners B.V.	Name: [●] Address: [●] Fax number: [●] Attn: [●]	Bank Account(s): None at the date of this Agreement
Frank's International N.V.	Name: [●] Address: [●] Fax number: [●] Attn: [●]	Bank Account(s): None at the date of this Agreement
Frank's International Management B.V.	Name: [●] Address: [●] Fax number: [●] Attn: [●]	Bank Account(s): None at the date of this Agreement

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SCHEDULE 4

FORM OF SUPPLEMENTAL PLEDGE AGREEMENT

To : [ Pledgee ]

Address : [●]

Fax number : [●]

Attn. : [●]

Date: [●]

Ladies and Gentlemen,

Reference is made to the Dutch Pledge Agreement dated [●] between yourself as Pledgee (as defined in that Agreement) and the undersigned as Pledgor (the " Agreement ").


1.	The provisions of the Agreement apply mutatis mutandis to this Supplemental Pledge Agreement and are included in this Supplemental Pledge Agreement by means of cross-reference. Capitalised terms in this Supplemental Pledge Agreement have the meanings ascribed to them in the Agreement.


2.	As security for the payment when due of the Secured Obligations, we hereby pledge to the Pledgee, where applicable and to the extent permitted by law in advance, all our Collateral that has not previously been validly pledged under or pursuant to the Agreement or any Supplemental Pledge Agreement in accordance with the terms of the Agreement.


3.	We hereby repeat the representations and warranties set out in Clause 3 ( Representations and Warranties ) of the Agreement with respect to the Collateral purported to be pledged under this Supplemental Pledge Agreement, in each case by reference to the facts and circumstances now existing.


4.	We shall submit this Supplemental Pledge Agreement for registration in accordance with Clause 2.4 ( Registration ) of the Agreement.


5.	This Supplemental Pledge Agreement shall be governed by the laws of the Netherlands.

63004044 M 25178886 / 23

Yours faithfully,

[ Pledgor ]


______________	_______________


By:	By:


Title: Authorised Signatory	Title: Authorised Signatory

63004044 M 25178886 / 23

SCHEDULE 5

FORM OF BANK CONSENT LETTER

[ Bank ] ('' Bank '')

Address : [●]

Fax number : [●]

Email address : [●]

Attn. : [●]*

CC : [ Pledgee ]

Date: [●]

Ladies and Gentlemen:

With this letter we notify you of the right of pledge (the " Pledge ") that we [will create]/[created] in favour of JPMorgan Chase Bank, N.A. (the " Pledgee ") over our present and future rights against you in connection with the bank account(s) with number(s) [●] maintained with you and any other present and future accounts maintained with you (the " Bank Receivables ").

The Pledge [will be created] / [was created] pursuant to a Dutch Pledge Agreement dated [●] between [among others] the Pledgee and the undersigned as pledgor (the " Agreement ").

We understand that pursuant to the general banking conditions ( Algemene Bankvoorwaarden ) you have a higher ranking pledge on the Bank Receivables as well as a right of set-off.

We ask you to kindly countersign this letter to:

acknowledge and consent to the Pledge;

undertake for the benefit of the Pledgee, until the termination of the Pledge in accordance with the terms thereof, not to exercise your right of pledge or right of set-off other than in relation to account charges or fees in connection with the maintenance or administration of the Bank Receivables or the execution of payment orders or the performance of other instructions with respect to the Bank Receivables;

and return the countersigned letter to us.

Under the Agreement, we will remain authorised to dispose over the bank account(s) and to collect all other receivables from you until the Pledgee or we notify you that this authorisation has terminated, at which time the Pledgee or we will instruct you as to the bank account into which further payments are to be made. By countersigning this letter, you undertake for the benefit of the Pledgee that upon receipt of such notice, you will block the bank account(s) where the Bank

63004044 M 25178886 / 23

Receivables are administrated, including any future credit entries, and will comply with written notices or instructions with respect to the Bank Receivables received from the Pledgee, provided always that you will have the right of set-off and/or to collect the Bank Receivables on the basis of the higher ranking right of pledge in respect of the account, charges and/or fees referred to under b. above prior to any payment being made to the Pledgee.

To the extent required to create a pledge over the Bank Receivables this letter shall serve as a supplemental pledge agreement, therefore we hereby pledge to the Pledgee as security for the payment when due of the Secured Obligations (as defined in the Agreement), where applicable in advance, all our Bank Receivables, in accordance with the terms of the Agreement.

This letter is governed by and construed in accordance with Dutch law. By countersigning this letter you agree that the courts in Amsterdam, the Netherlands, have exclusive jurisdiction to settle any dispute arising out of or in connection with this letter.

Thank you for your cooperation.

Yours faithfully,

[ Pledgor ]


______________	_______________


By:	By:


Title:	Title:

[ Bank ]


______________	_______________


By:	By:


Title: Authorised signatory	Title: Authorised signatory


Date:	Date:

63004044 M 25178886 / 23

EXHIBIT 10.19

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “ Agreement ”) dated the 15th day of January, 2019, by and between Frank’s International N.V., a public limited liability company organized and existing under the laws of The Netherlands (the “ Company ”), and Melanie M. Trent, an individual (“ Indemnitee ”).

RECITALS

A. Competent and experienced persons may be reluctant to serve or to continue to serve as directors, officers or in other capacities unless they are provided with adequate protection through insurance or indemnification (or both) against claims against them arising out of their service and activities on behalf of the corporation.

B. The current uncertainties relating to the availability of adequate insurance have increased the difficulty of attracting and retaining competent and experienced persons to serve in such capacity.

C. The supervisory board of the Company (the “ Supervisory Board ”) has determined that the continuation of present trends in litigation will make it more difficult to attract and retain competent and experienced persons to serve as directors of the Company, that this situation is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of adequate protection in the future.

D. As a supplement to and in the furtherance of the Company’s Articles of Association, as amended (the “ Articles ”), it is reasonable, prudent, desirable and necessary for the Company contractually to obligate itself to indemnify, and to pay in advance expenses on behalf of, directors and officers to the fullest extent permitted by Applicable Law, consistent with the Company’s Liability Insurance, so that they will serve or continue to serve the Company free from concern that they will not be so indemnified and that their expenses will not be so paid in advance;

E. This Agreement is not a substitute for, nor is it intended to diminish or abrogate any rights of Indemnitee under, Liability Insurance, the Articles, any resolutions adopted pursuant thereto (including any contractual rights of Indemnitee that may exist) or otherwise;

F. Indemnitee is a director or officer of the Company and his or her willingness to continue to serve in such capacity is predicated, in substantial part, upon the Company’s willingness to indemnify him or her to the fullest extent permitted by Applicable Law, consistent with the Company’s Liability Insurance, and upon the other undertakings set forth in this Agreement.

AGREEMENT

NOW, THEREFORE , in consideration of the premises and covenants contained herein, the Company and Indemnitee hereby agree as follows:

ARTICLE 1

CERTAIN DEFINITIONS

Capitalized terms used but not otherwise defined in this Agreement have the meanings set forth below:

“ Applicable Law ” means the laws of The Netherlands.

“ Claims ” means any and all liabilities, claims, judgments, fines (including excise taxes and penalties assessed with respect to employee benefit plans), penalties and all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing.

“ Corporate Status ” means the status of a person who is or was a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of the Company or of any other Enterprise which such person is or was serving at the request of the Company. In addition to any service at the actual request of the Company, Indemnitee will be deemed, for purposes of this Agreement, to be serving or to have served at the request of the Company as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another Enterprise if Indemnitee is or was serving as a director, officer, employee, partner, member, manager, fiduciary, trustee or agent of such Enterprise and (i) such Enterprise is or at the time of such service was a Controlled Affiliate, (ii) such Enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate or (iii) the Company or a Controlled Affiliate caused Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity on its behalf.

“ Controlled Affiliate ” means any corporation, limited liability company, partnership, joint venture, trust or other Enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, the term “control” means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management or policies of an Enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided , however , that direct or indirect beneficial ownership of capital stock or other interests in an Enterprise entitling the holder to cast 10% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such Enterprise will be deemed to constitute “control” for purposes of this definition.

“ Disinterested Director ” means a director of the Company who is not and was not a party to the Legal Action, decision or Enterprise action in respect of which indemnification is sought by Indemnitee.

“ Enterprise ” means the Company and any other corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other entity or other enterprise of which Indemnitee is or was serving at the request of the Company in a Corporate Status.

“ Expenses ” means all reasonable expenses, including attorney’s fees and litigation costs, paid or incurred in connection with a Legal Action, or in connection with seeking indemnification under this Agreement. Expenses will also include Expenses reasonably paid or incurred in

connection with any appeal resulting from any Legal Action. Notwithstanding the foregoing, the Company’s obligation to pay “Expenses” is limited to Expenses incurred after written notice is given to the Company of a Legal Action. When a Legal Action subject to the indemnity obligation in this Agreement presents both matters that are covered by the indemnity obligation and matters that are not, Expenses shall refer solely to Expenses incurred for the defense of those parts of the Legal Action that are covered by the indemnity obligation in this Agreement

“ Independent Counsel ” means an attorney or firm of attorneys that is experienced in matters of corporation law in the appropriate jurisdictions and neither currently is, nor in the past five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement and/or the indemnification provisions of the Articles, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Legal Action giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” does not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

“ Legal Action ” means any expected, threatened, pending or completed action, investigation, or other proceeding, whether civil, criminal or administrative, and in each case commenced after the date of this Agreement, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of or relating to Indemnitee’s Corporate Status and by reason of or relating to either (i) any action or alleged action taken by Indemnitee (or failure or alleged failure to act) or of any action or alleged action (or failure or alleged failure to act) on Indemnitee’s part, while acting in his or her Corporate Status or (ii) the fact that Indemnitee is or was serving at the request of the Company as director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another Enterprise, in each case whether or not serving in such capacity at the time any Loss or Expense is paid or incurred for which indemnification or advancement of Expenses can be provided under this Agreement, except one initiated by Indemnitee to enforce his or her rights under this Agreement.

“ Liability Insurance ” means such director and officer liability insurance (or the equivalent), which the Company purchases for the benefit of its directors and officers.

“ Management Board ” means the management board of the Company.

“ Person ” shall be construed broadly and shall include, without limitation, an individual, a partnership, stichting , commanditaire vennootschap , besloten vennootschap , a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

References to “serving at the request of the Company” include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to any employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan will be

deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to under applicable law or in this Agreement.

ARTICLE 2

SERVICES TO THE COMPANY

2.1 Services to the Company . Indemnitee agrees to serve as an officer or as a director on the Company’s Supervisory Board. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company will have no obligation under this Agreement to continue Indemnitee in such position. This Agreement will not be construed as giving Indemnitee any right to be retained as an officer, as a director on the Company’s Supervisory Board or in any other position with the Company (or any other Enterprise).

ARTICLE 3

INDEMNIFICATION

3.1 Company Indemnification . Except as otherwise provided in this Article 3, if Indemnitee was, is or becomes a party to, or was or is threatened to be made a party to, or was or is otherwise involved in, any Legal Action, the Company will indemnify and hold harmless Indemnitee to the fullest extent permitted by the Articles and Applicable Law, as the same exists or may hereafter be amended, interpreted or replaced, against any and all Expenses, Claims or amounts paid in settlement, and any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, that are paid or incurred by Indemnitee in connection with such Legal Action.

3.2 Mandatory Indemnification if Indemnitee is Wholly or Partly Successful . Notwithstanding any other provision of this Agreement (other than Section 6.9), to the extent that Indemnitee has been successful, on the merits or otherwise, in defense of any Legal Action or any part thereof, the Company will indemnify Indemnitee against all Expenses that are paid or incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Legal Action, but is successful, on the merits or otherwise, as to one or more but fewer than all Claims, issues or matters in such Legal Action, the Company will indemnify and hold harmless Indemnitee against all Expenses paid or incurred by Indemnitee in connection with each successfully resolved Claim, issue or matter on which Indemnitee was successful. For purposes of this Section 3.2, the termination of any Legal Action, or any Claim, issue or matter in such Legal Action, by dismissal with or without prejudice will be deemed to be a successful result as to such Legal Action, Claim, issue or matter.

3.3 Indemnification for Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness in any Legal Action to which Indemnitee is not a party, the Company will advance all reasonable expenses and indemnify Indemnitee against all Expenses paid or incurred by Indemnitee on his or her behalf in connection therewith.

3.4 Exclusions . Notwithstanding any other provision of this Agreement, the Company will not be obligated under this Agreement to provide indemnification in connection with the following:

(a) Any Legal Action (or part of any Legal Action) initiated or brought voluntarily by Indemnitee against the Company or its directors, officers, employees or other indemnities, unless the Management Board has authorized or consented to the initiation of the Legal Action (or such part of any Legal Action) with approval of the Supervisory Board.

(b) An accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute or for any Claims to the extent that they represent the gain in fact of any profit or advantage to which the Indemnitee is not legally entitled.

(c) If a court of competent jurisdiction has made a final and binding judgment that the act or omission of the Indemnitee can be characterized as a result of willful misconduct ( opzet ), willful recklessness ( bewuste roekeloosheid ) or serious culpability ( ernstig verwijt ) under Applicable Law.

(d) For any Legal Action arising out of, based upon or attributable to the committing in fact by the Indemnitee of any deliberate criminal or deliberate fraudulent act.

ARTICLE 4

ADVANCEMENT OF EXPENSES

4.1 Expense Advances . Except as set forth in Section 4.2, the Company will, if requested by Indemnitee, advance, to the fullest extent permitted by Applicable Law, to Indemnitee (hereinafter an “ Expense Advance ”) any and all Expenses paid or incurred by Indemnitee in connection with any Legal Action (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company upon a resolution of the Supervisory Board; provided , however , that an Expense Advance will be made only upon delivery to the Company of an undertaking (hereinafter an “ Undertaking ”), in a form satisfactory to the Company, by or on behalf of Indemnitee, to immediately repay such Expense Advance if it is ultimately determined, by final and binding judgment by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Articles or Applicable Law. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4.

4.2 Exclusions . Indemnitee will not be entitled to any Expense Advance in connection with any of the matters for which indemnity is excluded pursuant to Section 3.4.

4.3 Timing . An Expense Advance pursuant to Section 4.1 will be made within fifteen business days after the resolution of the Management Board is approved by the Supervisory Board with respect to such Expense Advance; provided , however , that no such Expense Advance will be made by the Company prior to receipt by the Company of the Undertaking.

ARTICLE 5

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY

5.1 Contribution by Company . To the fullest extent permitted by Applicable Law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, will contribute to the amount of Expenses and Claims incurred or paid by Indemnitee in connection with any Legal Action in proportion to the relative benefits received by the Company and all officers, directors and employees of the Company other than Indemnitee who are jointly liable with Indemnitee, on the one hand, and Indemnitee, on the other hand, from the transaction from which such Legal Action arose; provided , however , that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors and employees of the Company other than Indemnitee who are jointly liable with Indemnitee, on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Expenses and Claims, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors and employees of the Company other than Indemnitee who are jointly liable with Indemnitee, on the one hand, and Indemnitee, on the other hand, will be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, and the degree to which their conduct was active or passive.

5.2 Indemnification for Contribution Claims by Others . To the fullest extent permitted by Applicable Law, the indemnification herein will include claims of contribution which may be brought by other officers, directors or employees of the Company who may be jointly liable with Indemnitee for any Loss or Expense arising from a Legal Action.

ARTICLE 6

PROCEDURES AND PRESUMPTIONS FOR THE
DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION

6.1 Notification of Claims; Request for Indemnification . Indemnitee agrees to notify promptly the Company in writing of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement; provided , however , that a delay in giving such notice will not deprive Indemnitee of any right to be indemnified under this Agreement unless, and then only to the extent that, the Company did not otherwise learn of the Legal Action and such delay is materially prejudicial to the Company’s ability to defend or to obtain coverage under the Company’s Liability Insurance for such Legal Action; and, provided , further , that notice will be deemed to have been given without any action on the part of Indemnitee in the event the Company is a party to the same Legal Action. The omission to notify the Company will not relieve the Company from any

liability for indemnification which it may have to Indemnitee otherwise than under this Agreement. Indemnitee may deliver to the Company a written request to have the Company indemnify and hold harmless Indemnitee in accordance with this Agreement. Subject to Section 6.9, such request may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written request for indemnification, Indemnitee’s entitlement to indemnification shall be determined according to Section 6.2. The Secretary of the Company will, promptly upon receipt of such a request for indemnification, advise the Management Board in writing that Indemnitee has requested indemnification. The Company will be entitled to participate in any Legal Action at its own expense.

6.2 Determination of Right to Indemnification . Upon written request by Indemnitee for indemnification pursuant to Section 6.1 hereof with respect to any Legal Action, a determination with respect to Indemnitee’s entitlement thereto will be made by one of the following, at the election of the Company: (1) so long as there are Disinterested Directors with respect to such Legal Action, a majority vote of the Disinterested Directors, even though less than a quorum of the Supervisory Board, (2) so long as there are Disinterested Directors with respect to such Legal Action, a committee of such Disinterested Directors designated by a majority vote of such Disinterested Directors, even though less than a quorum of the Supervisory Board or (3) Independent Counsel in a written opinion delivered to the Supervisory Board, a copy of which will also be delivered to Indemnitee. The election by the Company to use a particular person, persons or entity to make such determination is to be included in a written notification to Indemnitee. The person, persons or entity chosen to make a determination under this Agreement of the Indemnitee’s entitlement to indemnification shall act reasonably and in good faith in making such determination.

6.3 Selection of Independent Counsel . If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this Section 6.3. The Independent Counsel will be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply), and the Company will give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided , however , that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which has been made by the Company or Indemnitee to the other’s

selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

6.4 Burden of Proof . In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination will presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption will have the burden of proof. Indemnitee will be deemed to have acted in good faith if Indemnitee’s action with respect to a particular Enterprise is based on the records or books of account of such Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert selected by such Enterprise; provided , however this sentence will not be deemed to limit in any way the other circumstances in which Indemnitee may be deemed to have met the appropriate standard of conduct and provided further that this sentence shall not excuse fraudulent or other knowing improper actions taken by Indemnitee. In addition, the knowledge and/or actions, or failure to act, of any other director, officer, agent or employee of such Enterprise will not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

6.5 No Presumption in Absence of a Determination or As Result of an Adverse Determination; Presumption Regarding Success . Neither the failure of any person, persons or entity chosen to make a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief to make such determination, nor an actual determination by such person, persons or entity that Indemnitee has not met such standard of conduct or did not have such belief, prior to or after the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under this Agreement under Applicable Law, will be a defense to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief. In addition, the termination of any Legal Action by settlement approved by the Management Board and Supervisory Board (whether with or without court approval) or upon a plea of nolo contendere, or its equivalent, will not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by this Agreement or Applicable Law.

6.6 Timing of Determination . The Company will use its reasonable best efforts to cause any determination required to be made pursuant to Section 6.2 to be made as promptly as practicable after Indemnitee has submitted a written request for indemnification pursuant to Section 6.1.

6.7 Timing of Payments . All payments of Expenses, including any Expense Advance, and other amounts by the Company to the Indemnitee pursuant to this Agreement will be made as

soon as practicable after a written request or demand therefor by Indemnitee is presented to the Company, but in no event later than 30 days after (i) such demand is presented or (ii) such later date as a determination of entitlement to indemnification is made in accordance with Section 6.6, if applicable; provided , however , that an Expense Advance will be made within the time provided in Section 4.3 hereof.

6.8 Cooperation . Indemnitee will cooperate with the person, persons or entity making a determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination will be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification).

6.9 Time for Submission of Request . Indemnitee will be required to submit any request for Indemnification pursuant to this Article 6 within a reasonable time, not to exceed two years, after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere (or its equivalent) or other full or partial final determination or disposition of the Legal Action (with the latest date of the occurrence of any such event to be considered the commencement of the two year period).

ARTICLE 7

LIABILITY INSURANCE

7.1 Liability Insurance . The Company will use its reasonable endeavors to obtain and maintain a policy or policies of Liability Insurance with one or more reputable insurance companies providing Indemnitee with coverage in such amount as will be determined by the Supervisory Board for Claims and Expenses paid or incurred by Indemnitee as a result of acts or omissions of Indemnitee in his or her Corporate Status, and to ensure the Company’s performance of its indemnification obligations under this Agreement, to the extent that a policy covering the indemnification obligations under this Agreement is reasonably attainable; provided , however , in all policies of director and officer liability insurance obtained by the Company, Indemnitee will be named as an Insured in such manner as to provide Indemnitee with the same rights and benefits as are afforded to the other directors or officers, as applicable, of the Company under such policies. Any reductions to the amount of director and officer liability insurance coverage maintained by the Company as of the date hereof will be subject to the approval of the Supervisory Board.

7.2 Notice to Insurers . If, at the time of receipt by the Company of a notice from any source of a Legal Action as to which Indemnitee is a party or participant, the Company will give prompt notice of such Legal Action to the insurers in accordance with the procedures set forth in the respective policies, the Company will provide Indemnitee with a copy of such notice. The Company will thereafter take all necessary or desirable actions to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Legal Action in accordance with the terms of such policies.

7.3 Cooperation with Company . The Indemnitee will cooperate in all ways with the Company and its counsel and, if required by the Company, with the insurers issuing the Company’s Liability Insurance, to the extent the Company deems such cooperation reasonably necessary in connection with the tender, evaluation, investigation, and pursuant of insurance coverage for any Legal Action.

ARTICLE 8

REMEDIES OF INDEMNITEE

8.1 Action by Indemnitee . In the event that (i) a determination is made pursuant to Article 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) an Expense Advance is not timely made pursuant to Section 4.3 of this Agreement, (iii) no determination of entitlement to indemnification is made within the applicable time periods specified in Section 6.6 or (iv) payment of indemnified amounts is not made within the applicable time periods specified in Section 6.7, Indemnitee will be entitled to seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association; such award to be made within 60 days following the filing of the demand for arbitration. The provisions of the laws of the State of Texas (without regard to its conflict of laws rules that would cause the application of the laws of another jurisdiction) will apply to any such arbitration. The Company will not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

8.2 Company Bound by Favorable Determination by Reviewing Party . If a determination is made that Indemnitee is entitled to indemnification pursuant to Article 6, the Company will be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Article 8, absent (i) a misstatement by Indemnitee of a material fact or an omission of a material fact necessary to make Indemnitee’s statements in connection with the request for indemnification not materially misleading or (ii) a prohibition of such indemnification under Applicable Law.

8.3 Company Bound by Provisions of this Agreement . The Company and Indemnitee will each be precluded from asserting in any judicial or arbitration proceeding commenced pursuant to this Article 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and will stipulate in any such judicial or arbitration proceeding that the Company is bound by all the provisions of this Agreement.

ARTICLE 9

NON-EXCLUSIVITY, SUBROGATION; NO DUPLICATIVE PAYMENTS

9.1 Non-Exclusivity . The rights of indemnification and to receive Expense Advances as provided by this Agreement are not exclusive of any other rights to which Indemnitee may at any time be entitled under Applicable Law, the Articles, any agreement, a vote of stockholders, a resolution of the directors or otherwise. To the extent Indemnitee otherwise would have any greater right to indemnification or payment of any advancement of Expenses under any other provisions under Applicable Law, the Articles, any agreement, vote of stockholders, a resolution of directors or otherwise, Indemnitee will be entitled under this Agreement to such greater right. No amendment, alteration or repeal of this Agreement or of any provision hereof limits or restricts any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee prior

to such amendment, alteration or repeal. To the extent that a change in Applicable Law, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Articles and this Agreement, it is the intent of the parties hereto that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy will be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or employment of any other right or remedy.

9.2 Subrogation . In the event of any payment by the Company under this Agreement, the Company will be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect thereto, including rights under any policy of insurance or other indemnity agreement or obligation, and Indemnitee will execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights (it being understood that all of Indemnitee’s reasonable Expenses related thereto will be borne by the Company).

9.3 No Duplicative Payments . The Company will not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or any Expense for which advancement is provided) hereunder if and to the extent that Indemnitee is otherwise entitled to receive such payment under any insurance policy, contract, agreement or otherwise. The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee in respect of Legal Actions relating to Indemnitee’s service at the request of the Company as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of any other Enterprise will be reduced by any amount Indemnitee is actually entitled to receive as indemnification or advancement of Expenses from such other Enterprise. Subject to Section 4.1, the indemnity obligations of this Agreement shall apply in excess of the Company’s Liability Insurance and to any other insurance or indemnities available to the Indemnitee.

ARTICLE 10

DEFENSE OF PROCEEDINGS

10.1 Company Assuming the Defense . In the event the Company is obligated to pay in advance the Expenses of any Legal Action pursuant to Article 4, the Company will be entitled, by written notice to Indemnitee, to assume the defense of such Legal Action, with counsel approved by Indemnitee, which approval will not be unreasonably withheld or delayed. The Company will identify the counsel it proposes to employ in connection with such defense as part of the written notice sent to Indemnitee notifying Indemnitee of the Company’s election to assume such defense, and Indemnitee will be required, within ten days following Indemnitee’s receipt of such notice, to inform the Company of its approval of such counsel or, if it has objections, the reasons therefor. If such objections cannot be resolved by the parties, the Company will identify alternative counsel, which counsel will also be subject to approval by Indemnitee in accordance with the procedure described in the prior sentence. In the absence of an actual conflict of interest that would prevent defense counsel from representing both the Indemnitee and other defendants in the Legal Action,

the Indemnitee agrees that the Company may assign defense counsel to represent Indemnitee and other defendants in that Legal Action.

10.2 Right of Indemnitee to Employ Counsel . Following approval of counsel by Indemnitee pursuant to Section 10.1 and retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Legal Action; provided , however , that (a) Indemnitee has the right to employ counsel in any such Legal Action at Indemnitee’s expense and (b) the Company will be required to pay the fees and expenses of Indemnitee’s counsel if (i) the employment of counsel by Indemnitee is authorized by the Company, (ii) an actual conflict of interest arises between the Company (or any other person or persons included in a joint defense) and Indemnitee in the conduct of such defense or representation by such counsel retained by the Company and the Company has not appointed new counsel without such conflict of interest to represent the Indemnitee or (iii) the Company does not continue to retain such counsel approved by the Indemnitee and the Company has not appointed new counsel to represent the Indemnitee in accordance with Section 10.1.

ARTICLE 11

SETTLEMENT

11.1 Company Bound by Provisions of this Agreement . Notwithstanding anything in this Agreement to the contrary, the Company will have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Legal Action effected without the Company’s prior written consent, which consent shall not be unreasonably withheld.

11.2 When Indemnitee’s Prior Consent Required . The Company will not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) contains any non-monetary remedy imposed on Indemnitee or a Loss for which Indemnitee is not wholly indemnified hereunder or (ii) with respect to any Legal Action with respect to which Indemnitee is made a party or a participant or is otherwise entitled to seek indemnification hereunder, does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Legal Action. Neither the Company nor Indemnitee will unreasonably withhold its consent to any proposed settlement; provided , however , Indemnitee may withhold consent to any settlement that does not provide a full and unconditional release of Indemnitee from all liability in respect of such Legal Action.

ARTICLE 12

DURATION OF AGREEMENT; PERIOD OF LIMITATIONS

12.1 Duration of Agreement . This Agreement will continue until and terminate upon the latest of (a) the statute of limitations applicable to any claim that could be asserted against an Indemnitee with respect to which Indemnitee may be entitled to indemnification and/or an Expense Advance under this Agreement, (b) ten years after the date that Indemnitee has ceased to serve as a director or officer of the Company or as a director, officer, employee, partner, member, manager, fiduciary or agent of any other Enterprise which Indemnitee served at the request of the Company, or (c) if, at the later of the dates referred to in (a) and (b) above, there is pending a Legal Action in

respect of which Indemnitee is granted rights of indemnification or the right to an Expense Advance under this Agreement or a Legal Action commenced by Indemnitee pursuant to Article 8 of this Agreement, one year after the final termination of such Legal Action, including any and all appeals.

ARTICLE 13

MISCELLANEOUS

13.1 Entire Agreement . This Agreement constitutes the entire agreement and understanding of the parties in respect of the subject matter hereof and supersedes all prior understandings, agreements or representations by or among the parties, written or oral, to the extent they relate in any way to the subject matter hereof; provided , however , it is agreed that the provisions contained in this Agreement are a supplement to, and not a substitute for, any provisions regarding the same subject matter contained in the Articles and any employment or similar agreement between the parties.

13.2 Assignment; Binding Effect; Third Party Beneficiaries . No party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other party and any such assignment by a party without prior written approval of the other parties will be deemed invalid and not binding on such other parties. All of the terms, agreements, covenants, representations, warranties and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties and their respective successors, permitted assigns, heirs, executors and personal and legal representatives. There are no third party beneficiaries having rights under or with respect to this Agreement.

13.3 Notices . All notices, requests and other communications provided for or permitted to be given under this Agreement must be in writing and be given by personal delivery, by certified or registered mail (postage prepaid, return receipt requested), by a nationally recognized overnight delivery service for next day delivery, or by facsimile transmission, as follows (or to such other address as any party may give in a notice given in accordance with the provisions hereof):

If to the Company:

Frank’s International N.V.

Mastenmakersweg 1

1786 PB Den Helder, The Netherlands

Attention: General Counsel

Facsimile: (281) 558-2980

with a copy to:

Frank’s International N.V.

10260 Westheimer Rd.

Houston, Texas 77042

Attention: General Counsel

Facsimile: (281) 558-2980

If to Indemnitee:

Melanie M. Trent

10260 Westheimer, Suite 700

Houston, TX 77042

Facsimile: (281) 558-2980

All notices, requests or other communications will be effective and deemed given only as follows: (i) if given by personal delivery, upon such personal delivery, (ii) if sent by certified or registered mail, on the fifth business day after being deposited in the United States mail, (iii) if sent for next day delivery by overnight delivery service, on the date of delivery as confirmed by written confirmation of delivery, (iv) if sent by facsimile, upon the transmitter’s confirmation of receipt of such facsimile transmission, except that if such confirmation is received after 5:00 p.m. (in the recipient’s time zone) on a business day, or is received on a day that is not a business day, then such notice, request or communication will not be deemed effective or given until the next succeeding business day. Notices, requests and other communications sent in any other manner, including by electronic mail, will not be effective.

13.4 Specific Performance; Remedies . Each party acknowledges and agrees that the other party would be damaged irreparably if any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached. Accordingly, the parties will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and its provisions in any action or proceeding instituted in any court having jurisdiction over the parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity. Except as expressly provided for herein, the rights, obligations and remedies created by this Agreement are cumulative and in addition to any other rights, obligations or remedies otherwise available at law or in equity. Except as expressly provided herein, nothing herein will be considered an election of remedies.

13.5 Submission to Jurisdiction . Any Legal Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement may only be brought in any courts in the State of Texas, which will be the exclusive and only proper forums for adjudicating such Legal Action, and each party consents to the exclusive jurisdiction and venue of such courts (and of the appropriate appellate courts therefrom) in any such Legal Action and irrevocably waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of the venue of any such Legal Action in any such court or that any such Legal Action brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

13.6 Headings . The article and section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

13.7 Governing Law . This Agreement will be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice of law principles.

13.8 Amendment . This Agreement may not be amended or modified except by a writing signed by all of the parties.

13.9 Extensions; Waivers . Any party may, for itself only, (i) extend the time for the performance of any of the obligations of any other party under this Agreement, (ii) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any such extension or waiver will be valid only if set forth in a writing signed by the party to be bound thereby. No waiver by any party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent such occurrence. Neither the failure nor any delay on the part of any party to exercise any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of the same or of any other right or remedy.

13.10 Severability . The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party or to any circumstance, is judicially determined not to be enforceable in accordance with its terms, the parties agree that the court judicially making such determination may modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its modified form, such provision will then be enforceable and will be enforced.

13.11 Counterparts; Effectiveness . This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. This Agreement will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, which delivery may be made by exchange of copies of the signature page by facsimile or other electronic transmission.

13.12 Construction . This Agreement has been freely and fairly negotiated among the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement. Any reference to any law will be deemed also to refer to such law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties intend that each representation, warranty, and covenant contained herein will have independent significance. If any party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant

relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached will not detract from or mitigate the fact that the party is in breach of the first representation, warranty, or covenant. Time is of the essence in the performance of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

FRANK’S INTERNATIONAL N.V.

By: /s/ Michael C. Kearney

Name: Michael C. Kearney

Title: Chairman, President and Chief Executive Officer

Indemnitee

/s/ Melanie M. Trent

Signature

Name: Melanie M. Trent

EXHIBIT 10.28

CONFIDENTIAL

30 ^th May 2018

John Symington

Dear John,

Offer and Position

We are pleased to extend an offer of employment to you for the position of Senior Vice President, General Counsel & Secretary ("General Counsel") of Frank's International, N.V., a limited liability company organized under the laws of the Netherlands ("Company") and of Frank's International, LLC, a Texas limited liability company ("Employer”). This offer of employment is conditioned upon satisfactory completion of certain requirements, as more fully explained in this letter. Your employment is subject to the terms and conditions set forth in this letter.

Duties

In your capacity as General Counsel, you will perform duties and responsibilities that are commensurate with your position and such other duties as may be assigned to you from time to time. You will report directly to the Chief Executive Officer and be a member of the senior leadership team. You agree to devote your full business time, attention, and best efforts to the performance of your duties and to the furtherance of the Company's and the Employer's interests. Notwithstanding the foregoing, nothing in this letter shall preclude you from devoting reasonable periods of time to charitable and community activities, managing personal investment assets and, subject to Board approval (which will not be unreasonably withheld), serving on boards of other companies (public or private) not in competition with the Company or the Employer, provided that none of these activities interferes with the performance of your duties hereunder, or creates a conflict of interest.

Location

Your principal place of employment shall be at our U.S. headquarters in Houston, Texas, subject to business travel as needed to properly fulfill your employment duties and responsibilities.

Start Date

Subject to satisfaction of all of the conditions described in this letter, your anticipated start date is June 25 ^th 2018 .

Base Salary

In consideration of your services, you will be paid an initial base salary of $365,000 per year , subject to periodic review and payable in accordance with the standard payroll practices of the Employer, subject to all withholdings and deductions as required by law.

Annual Bonus

During your employment, you will be eligible to participate in the Company's annual short-term incentive plan (“STI Plan”), which shall provide you with an opportunity to receive an annual, calendar-year bonus, based on corporate and individual performance criteria as may be determined by the Board of Directors (or a designated committee thereof) and Chief Executive Officer. Your target bonus opportunity under the STI Plan will be 75% of your base salary. You must remain continuously employed through the bonus payment date to be

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eligible to receive an annual bonus payment for a calendar year. Your eligibility for the 2018 calendar year will be pro-rated.

Equity Grants

During your employment, you will be eligible for annual review for grants of equity based incentive awards under the Company's Long-Term Incentive Plan ("LTIP"). Annual equity allocations are subject to Board (or a designated committee thereof) confirmation. Your annual LTIP awards will have an aggregate target value on the grant date equal to 100% of your base salary (determined without regard to vesting criteria), which may include performance-based vesting criteria, in addition to a time-based vesting schedule.

In addition to the above-referenced LTIP awards, concurrent with your Start Date, you will receive an initial

award of Restricted Stock Units in an amount valued at $182,500 , representing an award equal to half of your annual target grant and intended to bridge you to the next annual LTIP review cycle in Q1 2019 ("Initial LTIP Award''). The Initial LTIP Award will vest in three equal annual tranches over a three year period, based on your continued service through each vesting date. In the event of your separation from the Employer on an involuntary, not-for-cause basis, any unvested portion of your LTIP grants (including both your Initial LTIP Award and your regular annual LTIP grants) may be permitted to continue to vest (but not accelerate) through their regularly scheduled vesting date(s), at the Company's sole discretion, provided you satisfy certain restrictive covenants during the remainder of the original vesting period.

Benefits and Perquisites

You will be eligible to participate in the employee benefit plans and programs generally available to the Company's senior executives, including but not limited to group medical, dental, vision, and life insurance, disability benefits, retirement plans, an employee stock purchase plan, and an executive change-in-control severance plan, in each case, subject to the terms and conditions of such plans and programs. You will be entitled to four weeks of paid vacation annually . You will also be entitled to the fringe benefits and perquisites that are made available to other senior executives of the Company, each in accordance with and subject to the eligibility and other provisions of such plans and programs. The Company and the Employer reserve the right to amend, modify, or terminate any benefit plans or programs at any time and for any reason.

Stock Ownership Guidelines

As the General Counsel of the Company, you will be required to comply with the Company's Stock Ownership Guidelines applicable to members of the Board, officers and other senior leadership.

At-Will Employment

Your employment with the Employer will be for no specific period of time. Rather, your employment will be at-will, meaning that you or the Employer may terminate the employment relationship at any time, with or without cause, and with or without notice and for any reason, or no particular reason. Although your compensation and benefits may change from time to time, the at-will nature of your employment may only be changed by an express written agreement signed by an authorized officer of the Employer.

Executive Change-in-Control Severance Plan

The Company maintains an Executive Change-in-Control Severance Plan for officers and other key personnel in the event that the Company is acquired. The provisions of the plan are set forth in the Executive Change-in-Control Severance Plan document and the related Participation Agreement and will be the same as those terms currently in effect for other officers of the Company, which require that the executive agree to certain restrictive covenants (including a non-compete).

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A copy of the Executive Change-in-Control Severance Plan and a Participation Agreement thereunder has been enclosed for your reference.

Clawback

Any amounts payable hereunder are subject to any policy established by the Company or statutory or other legal requirements applicable to senior executives providing for clawback or recovery of amounts that were paid to you in conjunction with your employment. The Company will make any determination for clawback or recovery in accordance with any applicable law or regulation. For the avoidance of doubt, the Company: (1) currently contemplates legally required clawbacks in the Change-in-Control Severance Plan and in the form of LTIP award agreement; and (2) shall not be unilaterally or subjectively entitled to demand a clawback of any compensation awarded to you, if not so required under applicable law.

Governing Law

This offer letter shall be governed by the laws of Texas, without regard to conflict of law principles.

Contingent Offer

This offer is contingent upon:

(a) Verification of your right to work in the United States, as demonstrated by your completion of an 1-9 form upon hire and your submission of acceptable documentation (as noted on the 1-9 form) verifying your identity and work authorization within three days of your Start Date (b) Satisfactory completion of reference checks, a background check, drug testing, and other applicable employment screening procedures (c) approval of your hire by the Compensation Committee, as designated by the Company’s Board of Directors

This offer will be withdrawn if any of the above conditions are not satisfied.

On your Start Date, you will be required to execute certain agreements with the Company and/or Employer, including an Executive Confidentiality and Restrictive Covenant Agreement, as well as certifications acknowledging various company policies, such as our Anti-Bribery Policy, Code of Business Conduct and Ethics, Conflicts of Interest Policy, Financial Code of Ethics, Insider Trading Policy, Global Travel and Entertainment Policy, and the Policy for Employee Complaint Procedures for Accounting and Compliance Matters. Your employment with the Employer requires your certifications acknowledging these policies.

Representations

By accepting this offer, you represent that you are able to accept this job and carry out the work that it would involve without breaching any legal restrictions on your activities, such as non-competition, non-solicitation, or other work-related restrictions imposed by a current or former employer. You also represent that you will inform the Employer about any such restrictions and provide the Employer with as much information about them as possible, including any agreements between you and your current or former employer describing such restrictions on your activities. You further confirm that you will not remove or take any documents or proprietary data or materials of any kind, electronic or otherwise, with you from your current or former employer to the Company or the Employer without written authorization from your current or former employer, nor will you use or disclose any such confidential information during the course and scope of your employment with the Employer. If you have any questions about the ownership of particular documents or other information, you should discuss such questions with your former employer before removing or copying the documents or information.

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We are excited at the prospect of you joining our team. If you have any questions about the above details, please contact me immediately. If this Offer Letter correctly sets forth the terms of our agreement, please sign and return this Offer Letter, whereupon it shall become our binding agreement.

We would appreciate a written response no later than Jun 4 ^th 2018 . If you do not accept the offer by this date, the offer will expire.

Sincerely,

/s/ Steve Russell

Steve Russell

SVP, Human Resources

Acceptance of Offer:

Name: /s/ John Symington Date: 5/31/2018

John Symington

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EXHIBIT 10.52

FRANK’S INTERNATIONAL N.V.
AMENDED AND RESTATED U.S. EXECUTIVE CHANGE-IN-CONTROL
SEVERANCE PLAN

1. Purpose and Effective Date . FRANK’S INTERNATIONAL N.V. , (the “ Company ”) has adopted this AMENDED AND RESTATED U.S. EXECUTIVE CHANGE-IN-CONTROL SEVERANCE PLAN (the “ Plan ”) to provide financial security for a select group of management or highly compensated employees in the event of a Change in Control. The effective date of the Plan, as amended and restated, is January 21, 2019.

2. Definitions . Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary:


(a)	“ Base Salary ” shall mean the highest annual rate of base salary of a Covered Executive in effect during the six (6) month period ending immediately prior to (i) a Change in Control or (ii) the Covered Executive’s Involuntary Termination, whichever results in the greater amount.


(b)	“ Board ” shall mean the Company’s Supervisory Board of Directors, or such other board that may serve as the Company’s single Board of Directors at any time.

(c)

“ Cause ” shall mean a determination by the Company or the Employer that the Covered Executive (i) has engaged in gross negligence, incompetence, or misconduct in the performance of his or her duties with respect to the Employer or any of its affiliates; (ii) has failed to materially perform the Covered Executive’s duties and responsibilities to the Employer or any of its affiliates; (iii) has breached any material provision of this Plan or the Participation Agreement or any written agreement or corporate policy or code of conduct established by the Employer or any of its affiliates; (iv) has engaged in conduct that is, or could reasonably expected to be, materially injurious to the Employer or any of its affiliates; (v) has committed an act of theft, fraud, embezzlement, misappropriation, or breach of a fiduciary duty to the Employer or any of its affiliates; or (vi) has been convicted of, pleaded no contest to, or received adjudicated probation or deferred adjudication in connection with a crime involving fraud, dishonesty, or moral turpitude or any felony (or a crime of similar import in a foreign jurisdiction).


(d)	“ Good Reason ” shall mean the occurrence, on or within twenty-four (24) months after the date upon which a Change in Control occurs, of any one or more of the following:


(i)	A material reduction in the authority, duties, or responsibilities of a Covered Executive from those applicable to him or her immediately prior to the date on which the Change in Control occurs;


(ii)	A material reduction in a Covered Executive’s Base Salary or target annual bonus opportunity in effect immediately prior to the Change in Control;

(iii)

A change in the location of a Covered Executive’s principal place of employment by more than fifty (50) miles from the location where he or she was principally employed immediately prior to the date on which the Change in Control occurs unless such relocation is agreed to in writing by the Covered Executive; provided, however, that a relocation scheduled prior to the date of the Change in Control shall not constitute Good Reason;


(iv)	Any material breach by the Company or the Employer of their obligations under this Plan;


(v)	The failure of any successor or assigns of the Company and/or the Employer, as applicable, to assume the obligations of the Company and the Employer under this Plan; or


(vi)	The receipt of a written notice, within the twenty-four (24) month period following a Change in Control, of termination of this Plan or of any amendment to the Plan that would adversely reduce the Covered Executive’s potential severance payments or benefits or his or her coverage under this Plan.

Notwithstanding the foregoing provisions of this Section 2(d) or any other provision in this Plan to the contrary, any assertion by a Covered Executive of a termination of employment for “Good Reason” shall not be effective unless all of the following conditions are satisfied: (A) the condition described in the foregoing clauses of this Section 2(d) giving rise to the Covered Executive’s termination of employment must have arisen without the Covered Executive’s consent; (B) the Covered Executive must provide written notice to the Employer of such condition in accordance with Section 7(d) within forty-five (45) days of the initial existence of the condition; (c) the condition specified in such notice must remain uncorrected for thirty (30) days after receipt of such notice by the Employer; and (iv) the date of the Covered Executive’s termination of employment must occur within ninety (90) days after the initial existence of the condition specified in such notice.


(e)	“ Change in Control ” shall have the meaning given such term under the Frank’s International N.V. 2013 Long-Term Incentive Plan, as the same may be amended from time to time. Notwithstanding the foregoing, a Change in Control must also be a “change of control” as defined in Section 409A.


(f)	“ Code ” shall mean the Internal Revenue Code of 1986, as amended.


(g)	“ Committee ” shall mean the Compensation Committee of the Board; however, the Compensation Committee may delegate all or part of its authority under the Plan to any executive of the Company or of the Employer, as it may choose.

(h)

“ Covered Executive ” shall mean a member of a select group of management and/or highly compensated employees of the Employer who has been designated in writing by the Committee to participate in the Plan and has executed a Participation Agreement; provided however, that any such Covered Executive must also satisfy each of the following additional requirements in order to be treated as a Covered Executive eligible for severance benefits pursuant to Section 3 below:

(i)

The individual must be a full-time salaried employee of the Employer working in the United States, who, at the time of selection and through the date a Change in Control occurs, is (A) holding the title of Chief Executive Officer (“CEO”); (B) serving as an executive officer who reports directly to the CEO; (C) serving as any other senior vice president, vice president, or executive vice president of the Employer who does not report directly to the CEO; or (D) serving as any other full-time salaried management employee of the Employer at the time of selection.


(ii)	The individual must have accepted the designation as a Covered Executive (as evidenced by execution of a Participation Agreement within thirty (30) days of notification of such designation).

(iii)

The individual must be in compliance with all of the Plan requirements and conditions as stated in the Plan including all terms in the Participation Agreement and its obligations regarding non-competition, non-solicitation and non-disclosure and any other obligations regarding non-disclosure, non-competition, or non-solicitation owed by Covered Executive under any applicable law or under other agreements with the Company or Employer or its affiliates.


(iv)	The individual must not have waived coverage under this Plan or otherwise stated his or her intent not to participate in this Plan.

(v)

If the Committee determines a person is ineligible to qualify as a Covered Executive by non-compliance with the conditions of the Plan, including the Participation Agreement , upon notice from the Employer, the Participant shall no longer be eligible to receive any benefits under the Plan. Further, the Company and Employer retain the right to seek reimbursement of all or a portion of the Severance Benefits received under the Plan, as the Committee deems appropriate under the circumstances. Such notice shall be provided within the earlier to occur of one (1) year after discovery of the breach or the second anniversary of the Participant’s date of termination. The Chief Executive Officer shall provide written notice of any such determination of ineligibility to the affected former Covered Executive with a copy sent to the Committee.


(vi)	Further, to the extent any determination of ineligibility is based solely on the removal of any Covered Executives from the designated group of

management covered by this Plan and not because of the Covered Executive’s voluntary or involuntary transfer to a different job position or Covered Executive’s failure to comply with any other terms of this Plan or the Participation Agreement, such determination will not affect any rights or obligations under this Plan if a Change in Control occurs within twelve (12) months after the determination of this nature is made.


(i)	“ Employer” shall mean Frank’s International, LLC and such other employing affiliate of the Company that has been designated as an Employer in accordance with the provisions of Section 7(c) of the Plan.


(j)	“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.


(k)	“ Health Benefit Coverages ” shall mean coverage under each group health plan sponsored or contributed to by an Employer for its similarly situated active executives.


(l)	“ Involuntary Termination ” shall mean any termination of the Covered Executive’s employment with the Employer that is either:


(i)	a termination by the Employer other than for Cause; or


(ii)	a termination by the Covered Executive for Good Reason;

provided, however, that the term “Involuntary Termination” shall not include any termination occurring as a result of the Covered Executive’s death or a disability under circumstances entitling him to disability benefits under the standard long-term disability plan of the Employer.

(m)

“ Participation Agreement ” shall mean the form agreement presented to each Covered Executive selected for participation in the Plan by the Committee or its delegate prior to his or her entry into this Plan, which shall (i) evidence the employee’s designation as a Covered Executive and the Covered Executive’s agreement to participate in this Plan and to comply with the terms, conditions, and restrictions within this Plan and within the Participation Agreement, and (ii) evidence the Employer’s agreement to participate in this Plan as a participating Employer designated pursuant to Section 7(c), if applicable.


(n)	“ Release ” shall mean a general release from the Covered Executive in a form acceptable to the Employer that releases the Company, the Employer, and their affiliates and other released parties from claims or causes of action as described therein.


(o)	“ Release Expiration Date ” shall mean the date that is twenty-one (21) days following the date upon which the Employer timely delivers to the Covered Executive

the Release (which shall occur no later than seven (7) days following the date of termination) or, in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967, as amended), the date that is forty-five (45) days following such delivery date.


(p)	“ Section 409A ” shall mean section 409A of the Code and the Treasury Regulations and other guidance promulgated thereunder.


(q)	“ Target Bonus Amount ” shall mean an amount equal to the product of (i) the Covered Executive’s Base Salary and (ii) the Covered Executive’s target bonus percentage for the fiscal year in which the Involuntary Termination occurs. For this purpose, the “target bonus percentage” shall be the highest percentage in effect for the Covered Executive for the applicable fiscal year.

3. Severance Benefits

(a)

Change in Control Severance Payments . Subject to the further provisions of this Section 3 and the provisions of Sections 7(l) and 7(n), if a Covered Executive incurs an Involuntary Termination on or within twenty-four (24) months following a Change in Control, then, subject to the Covered Executive’s delivery of the signed Release by the Release Expiration Date, and non-revocation of such Release, and compliance with all terms of this Plan and the Participation Agreement, such Covered Executive shall be entitled to receive each of the following severance benefits:

(i)

An amount equal to two (2) times the sum of his or her (A) Base Salary and (B) Target Bonus Amount, which amount shall be divided into and paid in ten (10) equal consecutive monthly installments payable on the last business day of each of the ten (10) calendar months following the date that is sixty (60) days after the date of termination. The amount shall not be considered in calculating the Covered Executive’s entitlement, if any, to any other benefits, including, but not limited to, benefits provided under the Employer’s 401(k) Plan and the Employer’s Executive Deferred Compensation Plan.


(ii)	The Covered Executive shall receive a lump sum of $22,500.00 which may be used to pay COBRA premiums following the Involuntary Termination. The Covered Executive shall receive the $22,500.00 on the last business day of the month that is sixty (60) days after the date of termination.

(iii)

A lump -sum cash amount equal to the Covered Executive’s Target B onus Amount for the year of termination, pro-rated through and including the date of termination (based on the ratio of the number of days the Covered Executive was employed by the Employer during such year to the number of days in such year), payable in a lump sum on the last business day of the month that is sixty (60) days following the date of termination; provided, however, that for any annual bonus that is intended to constitute performance-

based compensation paid to a covered employee within the meaning of, and for purposes of, section 162(m) of the Code, then this Section 3(a)(iii) shall apply with respect to such pro-rated annual bonus only to the extent the applicable performance criteria have been certified by a committee of the Board as required under section 162(m) of the Code, with such lump sum cash payment being paid on the later of (A) the last business day of the month that is sixty (60) days following the date of termination or (B) the date such annual bonuses are paid to executive officers of the Employer who have continued employment with the Employer.

(iv)

Accelerated vesting of any outstanding equity-based awards previously granted to the Covered Executive pursuant to the Company’s long-term incentive plan, with vesting of any such outstanding awards whose vesting is otherwise contingent upon performance metrics being based on targeted performance; provided, however, that if this paragraph applies with respect to any long-term incentive award that is intended to constitute performance-based compensation within the meaning of, and for purposes of section 162(m) of the Code, then this paragraph shall apply with respect to such performance-based compensation only to the extent the applicable performance criteria have been satisfied as certified by a committee of the Board as required under section 162(m) of the Code.


(v)	Certain outplacement assistance benefits, as provided in each Covered Executive’s Participation Agreement.

(b)

No Mitigation . A Covered Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Section 3 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 3 be reduced by any compensation or benefit earned by the Covered Executive as the result of employment by another employer. Subject to the foregoing, the benefits under the Plan are in addition to any other benefits to which a Covered Executive is otherwise entitled.

(c)

Offsets for other Payments and Satisfaction of other Requirements . Notwithstanding anything else in the Plan, a Covered Executive’s payments under Section 3(a) shall be reduced by any amounts a Covered Executive owes to the Employer, as well as payment required by law, regulation, custom, contract, agreement, or other Company or Employer severance plan related to the Participant’s employment termination, including but not limited to, any salary continuation during any notice period required by law (other than the notice period specified in Section 2(d) applicable to a Covered Executive’s termination for Good Reason), except to the extent any such reduction or offset results in a violation of Section 409A. To the extent allowed by law, the payments provided under this Plan are intended to satisfy any and all statutory or contractual or other obligations for notice or severance or

other amounts due that may arise out of any Covered Executive’s rights relating to the termination of his or her employment.

4. Administration of Plan.

(a)

Committee’s Powers and Duties . The Company shall have full power to administer the Plan in all of its details, subject to applicable requirements of law. The duties of the Company shall be performed by the Committee, except to the extent the Committee delegates any of its administrative powers to an agent. The Committee’s powers shall include, but not be limited to, the following authority, in addition to all other powers provided by this Plan:


(i)	to make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of the Plan;


(ii)	to interpret the Plan and all facts with respect to a claim for payment or benefits, its interpretation thereof to be final and conclusive on all persons claiming payment or benefits under the Plan;


(iii)	to decide all questions concerning the Plan and the eligibility of any person to participate in the Plan;


(iv)	to make a determination as to the right of any person to a payment or benefit under the Plan (including, without limitation, to determine whether and when there has been a termination of a Covered Executive’s employment, the cause of such termination, the amount of such payment or benefit, and whether the Covered Employee has violated any of the obligations of Section 6);


(v)	to appoint such agents, counsel, accountants, consultants, claims administrator and other persons as may be required to assist in administering the Plan;


(vi)	to allocate and delegate its responsibilities under the Plan and to designate other persons to carry out any of its responsibilities under the Plan, any such allocation, delegation or designation to be in writing;


(vii)	to sue or cause suit to be brought in the name of the Plan; and


(viii)	to obtain from the Company, the Employer, and the Covered Executives such information as is necessary for the proper administration of the Plan.

(b)

Indemnification . The Company shall indemnify and hold harmless each member of the Committee and its delegates who are employees of the Employer against any and all expenses and liabilities arising out of his or her administrative functions or fiduciary responsibilities, including any expenses and liabilities that are caused by or result from an act or omission constituting the negligence of such member in the performance of such functions or responsibilities, but excluding expenses and

liabilities that are caused by or result from such member’s own gross negligence or willful misconduct. Expenses against which such member shall be indemnified hereunder shall include, without limitation, the amounts of any settlement or judgment, costs, counsel fees, and related charges reasonably incurred in connection with a claim asserted or a proceeding brought or settlement thereof.

(c)

Claims Procedure . Any Covered Executive that the Committee determines is entitled to a benefit under the Plan is not required to file a claim for benefits. Any Covered Executive who is not paid a benefit and who believes that he is entitled to a benefit or who has been paid a benefit and who believes that he is entitled to a greater benefit may file a claim for benefits under the Plan in writing with the Committee within ninety (90) days following the later of (A) the date of termination from employment or (B) the date of any curtailment of benefits being provided to a Covered Executive following an Involuntary Termination, if applicable. In any case in which a claim for Plan benefits by a Covered Executive is denied or modified, the Committee shall furnish written notice to the claimant within ninety (90) days after receipt of such claim for Plan benefits (or within one hundred-eighty (180) days if additional information requested by the Committee necessitates an extension of the ninety (90) day period and the claimant is informed of such extension in writing within the original ninety (90) day period), which notice shall:


(i)	state the specific reason or reasons for the denial or modification;


(ii)	provide specific reference to pertinent Plan provisions on which the denial or modification is based;


(iii)	provide a description of any additional material or information necessary for the Covered Executive or his or her representative to perfect the claim, and an explanation of why such material or information is necessary; and


(iv)	explain the Plan’s claim review procedure.

In the event a claim for Plan benefits is denied or modified, in order to exhaust the Plan’s claims procedures following the initial claim denial, the Covered Executive or his or her representative must, within sixty (60) days following receipt of the notice of such denial or modification, submit a written request for review by the Committee of its initial decision. In connection with such request, the Covered Executive or his or her representative may review any pertinent documents upon which such denial or modification was based and may submit issues and comments in writing. Within sixty (60) days following such request for review the Committee shall, after providing a full and fair review, render its final decision in writing to the Covered Executive and his or her representative, if any, stating specific reasons for such decision and making specific references to pertinent Plan provisions upon which the decision is based. If special circumstances require an extension of such sixty (60) day period, the Committee’s decision shall be rendered as soon as possible, but not later than one hundred-twenty(120) days after receipt of the request for review. If

an extension of time for review is required, written notice of the extension shall be furnished to the Covered Executive and his or her representative, if any, prior to the commencement of the extension period.

Any legal action with respect to a claim for Plan benefits must be filed no later than one (1) year after the date of the final decision by the Committee with respect to such claim on review.

5. Certain Excise Taxes . Notwithstanding anything to the contrary in this Plan, if a Covered Executive is a “ disqualified individual ” (as defined in section 280G(c) of the Code), and the payments and benefits provided for in this Plan, together with any other payments and benefits which the Covered Executive has the right to receive from the Company or any of its affiliates, would constitute a “ parachute payment ” (as defined in section 280G(b)(2) of the Code), then the payments and benefits provided for in this Plan shall be either reduced (but not below zero) so that the present value of such total amounts and benefits received by the Covered Executive from the Company and its affiliates will be one dollar ($1.00) less than three (3) times the Covered Executive’s “ base amount ” (as defined in section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by the Covered Executive shall be subject to the excise tax imposed by section 4999 of the Code, or paid in full, whichever produces the better net after-tax position to the Covered Executive (taking into account any applicable excise tax under section 4999 of the Code and any other applicable taxes, including any federal, state, municipal, and local income or employment taxes, and taking into account the phase out of itemized deductions and personal exemptions). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order, in all instances in accordance with Section 409A. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by the Company in good faith; provided, however, that no portion of the Covered Executive’s payments or benefits the receipt or enjoyment of which the Covered Executive shall have waived at such time and in such manner as not to constitute a “ payment ” within the meaning of section 280G(b) of the Code will be taken into account; no portion of the Covered Executive’s payments or benefits will be taken into account which does not constitute a parachute payment (including by reason of section 280G(b)(4)(A) of the Code); in calculating the applicable excise tax under section 4999 of the Code, no portion of the Covered Executive’s payments or benefits will be taken into account which constitutes reasonable compensation for services actually rendered, within the meaning of section 280G(b)(4)(B) of the Code, in excess of the base amount that is allocable to such reasonable compensation; and the value of any non-cash benefit or any deferred payment or benefit will be determined in accordance with the principles of sections 280G(d)(3) and (4) of the Code. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with all other payments and benefits from the Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three (3) times Covered Executive’s base amount, then the Covered Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. The fact that a Covered

Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 5 will not limit or otherwise affect any other rights of the Covered Executive under this Plan or otherwise. All determinations required by this Section 5 will be made at the expense of the Employer or the Company. However, nothing in this Section 5 shall require the Employer or the Company to be responsible for, or have any liability or obligation with respect to, the Covered Executive’s excise tax liabilities under section 4999 of the Code.

6. Compliance with Plan and Participation Agreement . A Covered Executive’s entitlement to Plan benefits shall be further conditioned upon the Covered Executive’s compliance with the provisions of the Plan and the Participation Agreement signed by the Covered Executive, which shall include or reference obligations regarding non-disclosure, non-solicitation and non-competition. In the event a Covered Executive fails to comply with or seeks to declare as unenforceable or overbroad the provisions of such Participation Agreement or this Plan, such Covered Executive shall repay to the Company any payments received under Section 3(a), and no further benefits shall be payable under the Plan.

7. General Provisions


(a)	Funding . The benefits provided herein shall be unfunded and shall be provided from the Company’s or the Employer’s general assets.


(b)	Cost of Plan . The entire cost of the Plan shall be borne by the Company or the Employer, and no contributions shall be required of the Covered Executives.

(c)

Participating Employers . Subject to the remaining provisions of this Section 7(c), the Committee may designate any other affiliate of the Company or the Employer eligible by law to participate in this Plan as also being an Employer by either (i) delivering a written instrument to the Secretary of the Company and the other designated Employer(s) regarding such designation or by (ii) designating a Covered Executive for participation in the Plan who is employed by such Employer. Any written instrument delivered pursuant to clause (i) above shall specify the effective date of such designated participation, may incorporate specific provisions relating to the operation of the Plan which apply to the designated Employer only, and shall become, as to such designated Employer and its executives, a part of the Plan. If a Covered Executive’s employment is transferred to an affiliate of the Employer that has not been designated an “Employer” under the Plan pursuant to the foregoing provisions of this Section 7(c), such affiliate shall be deemed to be an Employer for all purposes under this Plan with respect to such transferred Covered Executive during the twelve (12) month period following such transfer and, subject to such affiliate’s consent, shall continue to be deemed to be an Employer for all purposes under this Plan following such 12 -month period. Each designated Employer shall be conclusively presumed to have consented to its designation and to have agreed to be bound by the terms of the Plan and any and all amendments thereto (a) upon its entering into a Participation Agreement with the Covered Executive it employs, or (b) in the case of an affiliate who becomes an Employer pursuant to the preceding sentence, upon its submission of information to the Committee required by the terms

of or with respect to the Plan; provided, however, that the terms of the Plan may be modified so as to increase the obligations of an Employer only with the written consent of such Employer.

(d)

Notices . For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given (i) when received if delivered personally or by courier; or (ii) on the date receipt is acknowledged if delivered by (a) certified mail, postage prepaid, return receipt requested, or (B) e-mail, with confirmation receipt required; as follows:



If to Covered Executive, addressed to:	the last known residential address reflected in the Employer’s records

If to the Company/Employer, addressed to:	Frank’s International, LLC 10260 Westheimer, Suite 700 Houston, TX 77042 Attention: General Counsel E-mail: the then General Counsel’s email address

Or to such other address as either party may furnish to the other in writing in accordance herewith, except that notices or changes of address shall be effective only upon receipt.


(e)	Amendment and Termination.

(i)

Subject to the following paragraph, the Board may amend or terminate the Plan at any time; provided, however, that no such amendment or termination may adversely affect the rights of a Covered Executive who has incurred an Involuntary Termination prior to such amendment or termination of the Plan, and no such amendment or termination shall be effective if it occurs within twelve (12) months before a Change in Control occurs.

(ii)

Notwithstanding the foregoing, if a Change in Control occurs during the term of the Plan, the Plan may not be terminated or amended on or within twenty-four (24) months following the Change in Control to adversel y affect the participation and rights (contingent or otherwise) under the Plan of any individual who is a Covered Executive immediately prior to such Change in Control. For purposes of this Section 7(e)(ii), on and following a Change in Control, a revocation of the designation of an affiliate or the Company as an Employer, or a transfer of a Covered Executive’s employment to an entity that is not designated an Employer, shall be deemed to be an adverse amendment to the Plan with respect to each affected Covered Executive. The Employer’s obligation to make all payments and provide all benefits that become (or have become) payable as a result of an Involuntary Termination that occurs during such twenty-four (24) month period following the Change in Control (or which occurred prior to the Change in Control), as well as a

Covered Executive’s obligation to satisfy any obligation under any Participation Agreement previously executed by the Covered Executive, shall survive any termination of the Plan.


(f)	Number and Gender . Wherever appropriate herein, words used in the singular shall be considered to include the plural and the plural to include the singular. The masculine gender, where appearing in this Plan, shall be deemed to include the feminine gender.


(g)	Headings . The headings of Sections herein are included solely for convenience and if there is any conflict between such headings and the text of the Plan, the text will control.

(h)

Not Contract of Employment . The adoption and maintenance of the Plan shall not be deemed to be a contract of employment between the Employer and any person or to be consideration for the employment of any person. Nothing herein contained shall be deemed to give any person the right to be retained in the employ of the Employer or to restrict the right of the Employer to discharge any person at any time, nor shall the Plan be deemed to give the Employer the right to require any person to remain in the employ of the Employer or to restrict any person’s right to terminate his or her employment at any time.

(i)

Severability . Any provision in the Plan that is prohibited or unenforceable in any jurisdiction by reason of applicable law shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


(j)	Nonalienation . Covered Executives shall not have any right to pledge, hypothecate, anticipate, or assign benefits or rights under the Plan, except by will or the laws of descent and distribution.

(k)

Effect of Plan . Except with respect to any individual written employment or severance agreements between a Covered Executive and the Company or an Employer or affiliate, this Plan supersedes all prior oral or written policies, plans, or arrangements of the Company or an Employer covering or applying to, and all prior oral or written communications to, Covered Executives with respect to the subject matter hereof, and all such prior policies, plans, or arrangements and communications are hereby null and void and of no further force and effect. Further, this Plan shall be binding upon the Company and the Employer and any successor of the Company or the Employer by merger or otherwise, and shall inure to the benefit of and be enforceable by the Covered Executives.


(l)	Taxes . The Company, any Employer, or any applicable successor may withhold from any amounts payable to a Covered Executive under the Plan all taxes it is required to withhold pursuant to any applicable law or regulation.


(m)	Governing Law . The Plan shall be interpreted and construed in accordance with the laws of the State of Texas without regard to conflict of laws principles, except to the extent preempted by federal law.


(n)	Section 409A Compliance.


(i)	This Plan is intended to satisfy the requirements of Section 409A and shall be interpreted, construed, and administered consistent with such intent.

(ii)

Notwithstanding anything in Section 3 to the contrary concerning the time of payment of any severance benefit, if the Covered Executive is a “specified employee,” as defined in Treas. Reg. § 1.409A-1(i), as of his or her Involuntary Termination, then to the extent any amount payable under the Plan to such Covered Executive upon or as a result of his or her “separation from service” under Section 3(a) would be subject to the additional tax provided by Section 409A, such amount shall be accumulated and not paid to the Covered Executive until the date that is six (6) months after the date of his or her Involuntary Termination (or, if earlier than the end of the six (6) month period, his or her date of death). Such accumulated amounts shall be paid in a single lump sum payment on such delayed payment date.


(iii)	To the extent permitted under Section 409A, each payment to a Covered Executive under the Plan shall be treated as a “separate payment.”


(iv)	A “termination of employment” or the date of an Involuntary Termination under this Plan shall mean and must be a “separation from service” for purposes of Section 409A.

(v)

Notwithstanding anything to the contrary in this Plan, any payment or benefit under this Plan that is exempt from Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which Covered Executive’s “separation from service” occurs; and provided further that such expenses are reimbursed no later than the last day of the third calendar year following the calendar year in which the Covered Executive’s “separation from service” occurs. To the extent any expense reimbursement or the provision of any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, the amount of any such

expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and such payments shall be made on or before the last day of the Covered Executive’s taxable year following the taxable year in which the expense occurred.

(o)

Clawback . Notwithstanding any provisions in this Plan to the contrary, any compensation, payments, or benefits provided hereunder, whether in the form of cash or otherwise, shall be subject to a clawback to the extent necessary to comply with the requirements of any applicable law, including the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, section 304 of the Sarbanes Oxley Act of 2002, or any regulations promulgated thereunder, or any policy adopted by the Company or the Employer pursuant to any such law (whether in existence as of the effective date of this Plan or later adopted).

[Signatures begin on next page.]

EXECUTED this 21st day of January, 2019, effective for all purposes as provided above.

FRANK’S INTERNATIONAL N.V.

By: /s/ Michael C. Kearney

Name: Michael C. Kearney

Title: Chairman, President and Chief Executive Officer

FRANK’S INTERNATIONAL, LLC

By: /s/ Michael C. Kearney

Name: Michael C. Kearney

Title: Chairman, President and Chief Executive Officer

EXHIBIT 10.54

FRANK’S INTERNATIONAL N.V.

U.S. EXECUTIVE RETENTION AND SEVERANCE PLAN

BACKGROUND AND SCOPE

FRANK’S INTERNATIONAL N.V. (the “Company”) hereby adopts the Frank’s International N.V. U.S. Executive Retention and Severance Plan (the “Plan”) as of January 21, 2019 (the “Effective Date”) to provide severance benefits under the terms and conditions specified in the Plan for qualifying employees of Frank’s International, LLC (the “Employer”) whose employment is terminated by a Qualifying Termination, and who otherwise satisfy the terms and conditions of the Plan.

The Company intends the Plan to qualify as an “employee welfare benefit plan” within the meaning of section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Plan shall, at all times, be interpreted and administered in accordance with ERISA and any other pertinent provisions of Federal law. Except as specified in the Plan, no person shall have any right to severance benefits under the Plan or otherwise as a result of their performance of services for the Company or any of its related or affiliated entities. Except as noted below, this Plan and its Severance Benefits may be modified or eliminated at any time for any reason.

PURPOSE

The Plan provides certain qualifying employees with severance benefits designed to mitigate the effects of unemployment in the event that their employment is terminated by the Employer as a result of a Qualifying Termination.

ARTICLE I

DEFINITIONS

The following terms are defined below:

1.1 “Administrator” means the Compensation Committee of the Board; however, the Compensation Committee may delegate all or part of its authority under the Plan to any executive of the Company or any other Employer, as it may choose.

1.2 “Annual Bonus” means the annual bonus paid pursuant to the Frank’s International L.L.C. short term incentive program.

1.3 “Base Salary” means the highest annual rate of base salary of a Covered Employee in effect during the six (6) month period ending immediately prior to the Covered Employee’s Qualifying Termination.

1.4 “ Beneficiary ” means the first surviving person of the following: (i) surviving spouse, (ii) the lineal descendants per stirpes , (iii) parents in equal shares, (iv) brother and sisters in equal shares, or (v) executor or administrator of his or her estate.

1.5 “Board” means the Supervisory Board of Directors of the Company, or such other board that may serve as the Company’s single Board of Directors at any time.

1.6 “Cause” shall mean a determination by the Company or the Employer that the Covered Employee (i) has engaged in gross negligence, incompetence, or misconduct in the performance of his or her duties with respect to the Employer or any of its affiliates; (ii) has failed to materially perform the Covered Employee’s duties and responsibilities to the Employer or any of its affiliates; (iii) has breached any material provision of this Plan or the Participation Agreement or any written agreement or corporate policy or code of conduct established by the Employer or any of its affiliates; (iv) has engaged in conduct that is, or could reasonably expected to be, materially injurious to the Employer or any of its affiliates; (v) has committed an act of theft, fraud, embezzlement, misappropriation, or breach of a fiduciary duty to the Employer or any of its affiliates; or (vi) has been convicted of, pleaded no contest to, or received adjudicated probation or deferred adjudication in connection with a crime involving fraud, dishonesty, or moral turpitude or any felony (or a crime of similar import in a foreign jurisdiction).

1.7 “CIC Plan” means the Frank’s International, N. V. Amended and Restated U.S. Executive Change-in-Control Severance Plan adopted on January 19, 2019 and any amendments or restatements of this plan.

1.8 “Code” means the Internal Revenue Code of 1986, as amended from time to time.

1.9 “Company” means Frank’s International N.V., any successor entity that adopts the Plan, or any subsidiary or affiliate of the Company, which is designated by the Administrator as having adopted the Plan.

1.10 “Covered Employee ” shall mean a member of a select group of management and/or highly compensated employees of the Employer who has been designated in writing by the Committee to participate in the Plan and who satisfies each of the following requirements:

(a) is an Executive level employee of the Employer;

(b) is provided and who accepts the designation as a Covered Employee by signing a Participation Agreement within thirty (30) days of notification of such designation;

(d) is notified in writing by the Company or Employer or its duly authorized representative that his or her employment with the Employer will be terminated as part of a Qualifying Termination and is actually designated by the Administrator to incur a Qualifying Termination; and

(e) whose employment with the Employer was in fact terminated solely as a result of such Qualifying Termination.

The term “Covered Employee” shall not include an Independent Contractor or anyone who is not employed by the Employer at the Executive level. Even if later established to be an employee of the Employer, such individuals will not be Covered Employees or otherwise qualify to receive benefits under this Plan.

A Covered Employee who becomes eligible to receive benefits under the CIC Plan shall no longer be considered a Covered Employee under this Plan, and shall not be eligible for any payments made under this Plan. Any amounts previously paid to a Covered Employee under this Plan before eligibility under the CIC Plan has been established shall be credited against any amounts owing to a Covered Employee under the CIC Plan. A Covered Employee under this Plan will not be eligible to receive any benefits under the Director Level and Above Employee Retention and Severance Plan. Any amounts previously paid to a Covered Employee under the Director Level and Above Employee Retention and Severance Plan before eligibility under this Plan has been established shall be credited against any amounts owing to a Covered Employee under this Plan.

1.11 “Employer” means Frank’s International, LLC and such other employing affiliate of the Company as designated in writing by the Administrator.

1.12 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

1.13 “ Executive ” means a full-time salaried employee of the Employer working in the United States, who, at the time of selection and through the date of a Qualifying Termination, is (A) holding the title of Chief Executive Officer (“CEO”); (B) serving as an executive officer who reports directly to the CEO; (C) serving as any other senior vice president, vice president, or executive vice president of the Employer who does not report directly to the CEO; or (D) serving as any other full-time salaried management employee of the Employer at the time of selection.

1.14 “Good Reason” means the occurrence of any one or more of the following:

(a) a material reduction in a Covered Employee’s annual rate of Base Salary;

(b) a change in the location of a Covered Employee’s principal place of employment by more than fifty (50) miles from the location where he or she was principally employed, unless such relocation is agreed to in writing by the Covered Employee;

(d) the failure of any successor or assigns of the Company and/or the Employer, as applicable, to assume the obligations of the Company and the Employer under this Plan.

Notwithstanding the foregoing provisions of this Section or any other provision in this Plan to the contrary, any assertion by a Covered Employee of a termination of employment for “Good Reason” shall not be effective unless all of the following conditions are satisfied:

(i) the condition described in the foregoing clauses of this Section giving rise to the Covered Employee’s termination of employment must have arisen without the Covered Employee’s consent;

(ii) the Covered Employee must provide written notice to the Employer of such condition in accordance with the Notice Section of this Plan within forty-five (45) days of the initial existence of the condition;

(iii) the condition specified in such notice must remain uncorrected for thirty (30) days after receipt of such notice by the Employer; and

(iv) the date of the Covered Employee’s termination of employment must occur within ninety (90) days after the initial existence of the condition specified in such notice.

1.15 “ Independent Contractor ” means a person the Employer engaged to perform services with the intention by the Employer that those services would be performed in a capacity other than that of a common law employee, regardless of whether or not the actual facts and circumstances under which such person actually renders services to the Employer could be construed to establish that the person was or could be considered for any purpose to be a common law employee. Even if later established to be an employee of the Employer, such individuals will not be Covered Employees or otherwise qualify to receive benefits under this Plan.

1.16 “Participation Agreement” means the written consent of the Covered Employee to participate in this Plan, which includes the Covered Employee’s acknowledgement of his or her non-disclosure, non-competition and non-solicitation obligations with which all Covered Employees must abide to be eligible to receive benefits under this Plan. The duration of the non-competition and non-solicitation obligations shall extend for at least a twelve (12) month period post-termination of the Covered Employee’s employment with the Employer. The Administrator will provide a copy of the Participation Agreement to the Covered Employee and it must be signed within thirty (30) days of receipt.

1.17 “Plan ” means the Frank’s International N.V. U.S. Executive Retention and Severance Plan, as set forth herein, as may be amended from time to time.

1.18 “Qualifying Termination” means a Qualifying Termination of the Covered Employee’s employment with the Employer which is either: (i) a Separation from Service by the Employer other than for Cause; or (ii) a Separation from Service by the Covered Employee for Good Reason; provided, however, that the term “Qualifying Termination” shall not include any termination occurring as a result of (a) the Covered Employee’s death or a disability under circumstances entitling him or her to disability benefits under the standard long-term disability plan of the Employer; or (b) the Covered Employee’s termination in connection with a change in control entitling him or her to severance benefits under the CIC Plan.

1.19 “Separation Agreement and Release” means the agreement that a Severance Benefit Employee must execute before he or she may receive any benefits under the Plan, and which includes among other terms a general release of the Company, the Employer, and their affiliates and other released parties from claims or causes of action through the date of signing. The Administrator will provide a copy of the Separation Agreement and Release.

1.20 “Separation Date” means the date designated by the Administrator on which the Covered Employee’s employment is terminated. Unless otherwise provided by the Administrator in writing, the “Separation Date” for a Covered Employee shall be the date that he or she ceases providing any services to the Employer.

1.21 “Separation from Service” shall have the same meaning as the term “separation from service” in Code Section 409A(a)(2)(A)(i).

1.22 “Severance Benefit Employee” means an Covered Employee who:

(a) is designated by the Administrator, in its sole and absolute discretion, as a Severance Benefit Employee;

(b) continued to perform all of his or her job responsibilities, in a manner acceptable to the Employer, through his or her Separation Date;

(c) ceased to be an employee of the Employer on his or her Separation Date solely as a result of the Qualifying Termination;

(d) has not received an offer for employment in a Similar Job with a New Employer, which was in any way arranged for or facilitated by the Employer, which includes, but is not limited to, subsequent employment by a purchaser of or successor to any part of the Company, or subsequent employment by an entity to which the Company’s decided to outsource the work performed by the Covered Employee;

(e) prior to the date of the Employer’s notification of the termination of employment, did not voluntarily terminate employment or notify the Employer of his or her intention or election to terminate employment at some future date by resignation, failure to appear for work, retirement, or otherwise;

(f) did not make any false statements about the Company or Employer; damage or destroy any of the Company’s or Employer’s property; or otherwise injure or damage the Company or Employer;

(g) complied with all applicable Company and Employer policies, procedures and codes of conduct at all times during his or her employment with the Employer;

(h) did not violate any non-disclosure, non-solicitation, non-competition, or non-disparagement obligations owed to the Company or the Employer under any agreement or applicable law including but not limited to the Participation Agreement;

(i) maintained the confidentiality of any and all confidential or proprietary information of the Company and Employer at all times during his or her employment with the Employer; and

(j) complied with all terms of this Plan and the Participation Agreement.

1.23 “Severance Benefits” means the benefits, if any, provided under Article II to a Severance Benefit Employee.

1.24 “Similar Job for a New Employer” means a job with a new employer where (i) the compensation offered by the new employer to the employee is not materially less than the Base Salary previously paid by the Employer to the employee; (ii) the general nature of the employee’s anticipated duties for the new employer are similar to the general nature of the duties the employee performed by the Employer; (iii) the employee’s principal place of work is not changed by the new employer on or before the first day of employment with the new employer to any location that is a material distance from the employee’s principal place of work on the date prior to the date the employee was offered the job, without prior consent of the employee. For purposes of the preceding sentence, a distance of less than fifty (50) miles shall be treated as immaterial.

ARTICLE II

SEVERANCE BENEFITS

2.1 Severance Benefits . A Covered Employee who is in compliance with all terms of this Plan and is designated as a Severance Benefit Employee will be entitled to receive each of the following Severance Benefits:

2.1.1 Severance Payment . A cash payment (“Severance Payment”), which amount shall be divided into and paid in ten (10) equal consecutive monthly installments payable on the last business day of each of the ten (10) calendar months following the date that is sixty (60) days after the Separation Date, the signing of the Separation Agreement and Release and the expiration of the revocation period provided in the Separation Agreement and Release (if any). The amount of the Severance Payment shall be one (1) year of Base Salary.

2.2 Health Care Continuation. A lump sum cash payment equal to twelve thousand five hundred dollars ($12,500.00). This payment shall be made within sixty (60) days following the Separation Date.

2.3 Annual Bonus Payments. If a Covered Employee’s employment is terminated before payment of the Annual Bonus for the prior calendar year, the Covered Employee shall be entitled to receive payment of such Annual Bonus for the prior calendar year at the same time as bonus payments are made to similarly situated employees under the Employer’s annual bonus plan.

2.4 Outplacement Benefits. A Covered Employee will be reimbursed up to seven thousand five hundred dollars ($7,500) in outplacement assistance, to be provided within twelve (12) months after the Separation Date. The Covered Employee shall submit requests for reimbursement on the form provided by the Employer no later than thirty (30) days after the end

of the calendar year in which the expenses are incurred and the Employer shall make such reimbursement payments within thirty (30) days following the receipt of the reimbursement request. The Covered Employee’s right to such reimbursement payments shall not be subject to liquidation or exchange for any other payment or benefit. Notwithstanding the preceding, the Company reserves the right to provide outplacement benefits through a vendor selected by the Company or the Employer, with the Employer providing payment to such vendor instead of providing reimbursement payments to the Covered Employee.

2.5 Treatment of Equity Awards. A Covered Employee’s award of equity, including, but not limited to restricted stock units, shall be governed and controlled by the agreement(s) executed by the Employer and Covered Employee providing for such equity. The terms and conditions of the agreement(s) providing equity to a Covered Employee are not modified or affected by this Plan.

2.6 Benefits Are Not Salary . Any Severance Benefits paid under the Plan are not considered as salary for any employee benefit plan purposes. The Severance Benefits provided to a Severance Benefit Employee shall not be considered in calculating his or her entitlement, if any, to vacation, sick leave, bonus, incentive salary, retirement, the Employer’s 401(k) Plan, or other benefits except as is specifically provided in the Company’s other employee benefit plans.

2.7 Other Benefits . Except as stated otherwise in this Plan, any other benefits due to a Severance Benefit Employee not because of a Qualifying Termination, and not under this Plan, shall remain in place according to their existing terms and conditions and are not modified or affected by this Plan.

ARTICLE III

DEDUCTIONS & FORFEITURES

3.1 Deductions. To the extent permissible under federal or state law, the following items and amounts will be deducted from the amount of Severance Benefits otherwise payable to a Severance Benefit Employee under the Plan:

(a) Any payments paid or owing to a Severance Benefit Employee because of or due to the Qualifying Termination, whether pursuant to applicable law or under a written or oral plan or agreement with the Employer or its predecessors;

(b) Any amounts that a Severance Benefit Employee owes to the Company or Employer;

(c) Any amount of garnished earnings which would have been withheld from the Severance Benefit Employee’s pay, if the Employer has been garnishing the Severance Benefit Employee’s earnings pursuant to an order of garnishment, child support or tax lien; and

(d) Taxes applicable to the Severance Benefits to the extent required by law to be withheld.

3.2 Forfeitures. A Severance Benefit Employee shall forfeit any and all rights to Severance Benefits under the Plan, and shall be obligated to repay any such benefits previously paid under the Plan, if the Administrator, in its sole discretion, determines before payment is made or within one (1) year of payment being made to the Employee that the Severance Benefit Employee is or was not eligible to receive any payment under the terms of the Plan due to non-compliance with any of the terms of this Plan, including its Participation Agreement, any non-disclosure, non-solicitation, non-competition, or non-disparagement obligations towards the Employer or Company under any law or agreement, or if the Severance Benefit Employee challenges the enforceability or validity of any terms of the Plan, including the Participation Agreement. By accepting any payment under this Plan, a Severance Benefit Employee shall be deemed to have accepted the repayment obligation described in this Section.

3.3 Company’s Right to Recover Payments Made under Plan . Every Covered Employee has a duty to report to the Administrator any errors occurring in the selection of such employee as qualified to receive benefits under this Plan or in calculating or making any payments or other decisions under this Plan. The Company and Employer shall have the right to recover any payment made to a Severance Benefit Employee in excess of the amount to which the Severance Benefit Employee is entitled to under the terms of the Plan or if it is later determined that the Severance Benefit Employee was not eligible to receive any payment under the terms of the Plan. Such recovery may be from the Severance Benefit Employee, the Beneficiary, or any insurer or other organization or entity thereby enriched. In the event such repayment is not made by the Severance Benefit Employee, such repayment shall be made either by (i) reducing or suspending any future payments of any amounts owed to the Severance Benefit Employee under this Plan or any other obligation, or (ii) requiring an assignment of a portion of the Severance Benefit Employee’s earnings on such excess payments, until the amount of such excess payments are fully recovered.

3.4 Re-employment . Any Severance Benefit Employee who received a Severance Benefit under the Plan will not have any right to be re-employed by the Employer. If a Severance Benefit Employee is re-employed by the Employer within twelve (12) months from the date of his or her Separation Date, such Severance Benefit Employee may, as a condition of reemployment, be required to repay to the Employer a portion of his or her Severance Benefits.

ARTICLE IV

REQUIREMENT FOR RECEIPT OF SEVERANCE BENEFITS

4.1 Execution of Separation Agreement and Release . In order for a Severance Benefit Employee to receive his or her Severance Benefits, the Severance Benefit Employee must sign the Separation Agreement and Release within the particular time period specified in the Separation Agreement and Release, which shall be no later than forty-five (45) days following the Severance Benefit Employee’s receipt of the Separation Agreement and Release or such earlier date as required by the Separation Agreement and Release (such deadline, the “Release Deadline”).

(a) The Separation Agreement and Release may provide for a revocation period of seven (7) days (the “Revocation Period”), but if none is provided in the Separation Agreement and Release, then no such Revocation Period will apply for that Severance Benefit Employee.

(b) The signed Separation Agreement and Release must actually be received by the Administrator, or its duly authorized representative, at the address specified by the Administrator, within seven (7) days after the Release Deadline to be considered timely.

(c) Notwithstanding the preceding, if the Severance Benefit Employee does not properly sign the Separation Agreement and Release by the applicable deadline, or, in the case of a Separation Agreement and Release that includes a Revocation Period, revokes a signed Separation Agreement and Release, the Severance Benefit Employee will not receive the Severance Benefits provided under this Plan.

(d) If the Severance Benefit Employee’s Separation Date and the Release Deadline fall in two separate taxable years, any payments required to be made to the Severance Benefit Employee which are treated as nonqualified deferred compensation for purposes of Code Section 409A shall be made in the later taxable year.

4.2 Acceptance of Severance Benefits . By accepting any Severance Benefits from the Plan, the Severance Benefit Employee shall be deemed to have agreed to adhere to all terms of the Plan.

ARTICLE V

CLAIMS AND APPEAL PROCEDURES

5.1 Claims Procedures . Severance Benefits will be automatically paid to a Severance Benefit Employee who qualifies for such benefits under the Plan, and who timely signs and does not revoke the Separation Agreement and Release.

(a) A Covered Employee who believes he or she is entitled to Severance Benefits under this Plan or who has been paid Severance Benefits and who believes that he or she is entitled to a greater benefit may file a written claim for such benefits with the Administrator within ninety (90) days following the later of (i) the Separation Date; or (ii) the date of any curtailment of benefits being provided to a Severance Benefit Employee following a Qualifying Termination, if applicable. The Administrator shall render a written decision concerning the claim not later than ninety (90) days after its receipt, unless special circumstances require an extension of time for processing the claim, in which case a decision will be rendered not later than one hundred eighty (180) days after receipt of the claim. Written notice of the extension will be furnished to the Covered Employee prior to the expiration of the initial ninety (90)-day period and will indicate (i) the special circumstances requiring an extension of time for processing the claim, and (ii) the date the Administrator expects to render its decision. For purposes of this Section, any payment of Severance Benefits under this Plan shall be treated as the issuance of a written decision by the Administrator to approve the claim for benefits.

(b) If the claim is denied, in whole or in part, such decision shall include (i) the specific reasons for the denial; (ii) a reference to the Plan provision(s) constituting the basis of the denial; (iii) a description of any additional material or information necessary for the Covered Employee to perfect his or her claim; (iv) an explanation as to why such additional material or information is necessary; and (v) a description of how the claim review procedure is administered.

If the notice of denial is not furnished in accordance with the above procedure the claim shall be deemed denied and the Covered Employee is then permitted to appeal the decision.

5.2 Appeal Procedure . If the Covered Employee’s claim is denied, in whole or in part, he or she then has sixty (60) days to appeal the decision.

(a) An appeal must be submitted in writing to the Administrator. The Covered Employee may also submit a written request to review copies of the pertinent Plan documents in connection with his or her appeal. The Administrator will review the appeal and determine if a meeting with the Covered Employee is necessary to reach a decision.

(b) If the Administrator determines a meeting is necessary, the Covered Employee must submit a written “statement of position” containing all pertinent details of the appeal and the supporting reasons, as well as any questions the Covered Employee may have regarding the appeal. The statement of position must be received by the Administrator at least fourteen (14) days before the scheduled meeting. If the statement of position is not received in a timely manner, the Administrator may cancel the meeting.

(c) Within sixty (60) days following request for review, the Administrator shall, after providing a full and fair review, render a final decision in writing to the Covered Employee and his or her representative, if any, stating specific reasons for such decision and making specific references to pertinent Plan provisions upon which the decision is based. If special circumstances require an extension of such sixty (60)-day period, the Administrator’s final decision shall be rendered as soon as possible, but not later than one hundred twenty (120) days after receipt of the request for review. If an extension of time for review is required, written notice of the extension shall be furnished to the Covered Employee and his or her representative, if any, prior to the commencement of the extension period.

ARTICLE VI

PLAN ADMINISTRATION

6.1 In General. The general administration of the Plan and the duty to carry out its provisions shall be vested in the Administrator, which shall be the named fiduciary for purposes of ERISA. The Administrator shall administer the Plan and any Severance Benefits provided under the Plan. The Administrator may, in its discretion, secure the services of other parties, including agents and/or employees to carry out the day‑to‑day functions necessary to an efficient operation of the Plan. The Administrator shall have the exclusive, discretionary right to interpret the terms of the Plan, to determine eligibility for coverage and benefits, and to make such other determinations and to exercise such other powers and responsibilities as shall be provided for in the Plan or shall be necessary or helpful with respect thereto and its good faith interpretations and decisions shall be final, binding and conclusive upon all persons.

6.2 Reimbursement and Compensation . The Administrator shall receive no compensation for its services as Administrator, but it shall be entitled to reimbursement for all sums reasonably and necessarily expended by it in the performance of such duties.

6.3 Rulemaking Powers . The Company shall have full power to administer the Plan in all of its details, subject to applicable requirements of law. The duties of the Company shall be performed by the Administrator, except to the extent the Administrator delegates any of its administrative powers to an agent. The Administrator’s powers shall include, but not be limited to, the following authority, in addition to all other powers provided by this Plan:

(a) To make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of the Plan.

(b) To interpret the Plan and all facts with respect to a claim for payment or benefits, its interpretation thereof to be final and conclusive on all persons claiming payment or benefits under the Plan.

(d) To make a determination as to the right of any person to a payment or benefit under the Plan (including, without limitation, to determine whether and when there has been a termination of a Covered Employee’s employment, the cause of such termination, the amount of such payment or benefit, and whether the Covered Employee has violated any of his or her non-competition, non-solicitation, non-disclosure, or non-disparagement obligations with the Employer or Company.

(e) To appoint such agents, counsel, accountants, consultants, claims administrator and other persons as may be required to assist in administering the Plan.

(f) To allocate and delegate its responsibilities under the Plan and to designate other persons to carry out any of its responsibilities under the Plan, any such allocation, delegation or designation to be in writing.

(g) To sue or cause suit to be brought in the name of the Plan.

(h) To obtain from the Company, the Employer, and the Covered Employee such information as is necessary for the proper administration of the Plan.

6.4 Indemnification . To the extent permitted by law, the Company shall indemnify any persons acting on its behalf in fulfilling its duties as Administrator against any and all claims, losses, damages, expenses, or liabilities arising from its responsibilities in connection with the Plan.

ARTICLE VII

MISCELLANEOUS

7.1 Participating Employers. Subject to the remaining provisions of this Section, the Administrator may designate any other affiliate of the Company or the Employer eligible by law to participate in this Plan as also being an Employer by either (i) delivering a written instrument to the Secretary of the Company and the other designated Employer(s) regarding such designation or by (ii) designating a Covered Employee for participation in the Plan who is employed by such

Employer. Any written instrument delivered pursuant to clause (i) above shall specify the effective date of such designated participation, may incorporate specific provisions relating to the operation of the Plan which apply to the designated Employer only, and shall become, as to such designated Employer and its executives, a part of the Plan. If a Covered Employee’s employment is transferred to an affiliate of the Employer that has not been designated an “Employer” under the Plan pursuant to the foregoing provisions of this Section, such affiliate shall be deemed to be an Employer for all purposes under this Plan with respect to such transferred Covered Employee during the 12-month period following such transfer and, subject to such affiliate’s consent, shall continue to be deemed to be an Employer for all purposes under this Plan following such 12-month period. Each designated Employer shall be conclusively presumed to have consented to its designation and to have agreed to be bound by the terms of the Plan and any and all amendments thereto (a) upon its entering into a Participation Agreement with the Covered Employee it employs, or (b) in the case of an affiliate who becomes an Employer pursuant to the preceding sentence, upon its submission of information to the Committee required by the terms of or with respect to the Plan; provided, however, that the terms of the Plan may be modified so as to increase the obligations of an Employer only with the written consent of such Employer.

7.2 Notices. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall considered as effective (i) when received if delivered personally or by courier; or (ii) on the date receipt is acknowledged if delivered by (a) certified mail, postage prepaid, return receipt requested, or (b) e-mail, with confirmation receipt required, as follows:


If to Employee, addressed to:	the last known residential address reflected in the Company’s records.

If to the Company/Employer, addressed to: Frank’s International, LLC

10260 Westheimer, Suite 700

Houston, TX 77042

Attention: Senior Vice President of Human Resources

E-mail: the then Senior Vice President of Human Resources’ email address

Notice of change in address should be provided as stated in this section.

7.3 Amendment and Termination. The Company, acting through its chief executive officer or such other person or committee appointed by its board of directors, reserves the right to amend or terminate the Plan at any time it may deem advisable without the consent of any person or entity. Notwithstanding the preceding:

(a) The effective date for (i) any amendment which materially reduces the benefits provided to a Covered Employee, or (ii) the termination of the Plan, shall be no earlier than twelve (12) months after the date written notice of such action is delivered to the Covered Employees.

(b) Severance Benefits payable to a Severance Benefit Employee or his or her Beneficiary under the Plan prior to the effective date of either an amendment or the termination of the Plan shall continue to be due and payable under the Plan.

(c) If the Plan is amended to improve benefits, the amendment will only apply to Covered Employees who terminate employment after the effective date of the amendment, unless the amendment specifies that it also applies to employment terminations occurring before the effective date of the amendment.

(d) If the Plan is terminated, employment terminations that occur after the effective date of the termination of the Plan will not be covered by the Plan.

7.4 Limitation of Rights . Neither the establishment of the Plan nor any amendment thereof, nor the payment of any benefits, will be construed as giving to any Covered Employee, or other person, any legal or equitable right against the Company or Employer, or any person acting on behalf of the Company. Likewise, nothing appearing in or completed pursuant to the Plan shall be held or construed to create a contract of employment with any Covered Employee, to continue the current employment status, or to modify his or her terms of employment in any way; nor shall any provision hereof restrict the right of the Employer to discharge any of its employees or restrict the right of any such employee to terminate his or her employment with the Employer.

7.5 Governing Law/Forum for Disputes. The Plan shall be governed and construed in accordance with ERISA and any other applicable federal law and, to the extent not preempted by federal law, the laws of the State of Texas. Except as otherwise mandated by applicable law, exclusive jurisdiction over all disputes and actions arising under, or directly or indirectly relating to the Plan, shall be in Houston, Texas.

7.6 Funding and Source of Severance Benefits Payments. Any Severance Benefits payable under the Plan shall be paid from the general assets of the Company or Employer. Nothing in the Plan shall be construed to create a trust or to establish or evidence any Covered Employee’s claim of any right to payment of any benefits other than as an unsecured general creditor with respect to any payment to which such Covered Employee may be entitled.

7.7 Successor Employer . In the event of a merger, consolidation, dissolution, or reorganization of the Company or transfer of all or substantially all of its assets to any other corporation, partnership or association, a provision may be made by such successor corporation, partnership or association, at its election, for the continuation of the Plan created hereunder by such successor entity. Such successor shall, upon its election to continue the Plan, be substituted in place of the Company by an instrument duly authorizing such substitution.

7.8 Severability . If any provision of the Plan is held invalid or unenforceable, its validity or unenforceability shall not affect any other provisions of the Plan, and the Plan shall be construed and enforced as if such provision had not been included herein.

7.9 Captions . The captions contained herein are inserted only as a matter of convenience and for reference and in no way define, limit, enlarge or describe the scope or intent of the Plan, nor in any way shall affect the Plan or the construction of any provision thereof.

7.10 Gender and Numbers . Terms used in the masculine shall also include the feminine and be neutral where appropriate. Terms in the singular shall include the plural where appropriate, and vices versa.

7.11 Non-transferability . No benefit, right or interest of any Covered Employee hereunder shall be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, seizure, attachment or legal, equitable or other process or be liable for, or subject to, the debts, liabilities or other obligations of such persons, except as otherwise required by law.

7.12 Information Requested . The Covered Employee or other designated persons shall provide the Company, the Administrator, or their authorized representatives with such information and evidence, and shall sign such documents, as may reasonably be requested from time to time for the purpose of administration of the Plan.

7.13 Integration with WARN Act or other required payments under applicable law . To the extent that any federal, state or local law, including, without limitation, any so-called “plant closing or mass layoff” laws such as the Workers Adjustment and Retraining Notification (WARN) Act, requires the Employer to give advanced notice or make payment of any kind to a Covered Employee because of his or her involuntary termination due to a layoff, reduction in force, plant or facility closing, sale of business, change of control or any other similar event or reason, the Severance Benefits provided under this Plan may either be reduced or eliminated. The Severance Benefits provided under this Plan are intended to satisfy any and all statutory obligations for notice or severance or otherwise that may arise out of any Covered Employee’s rights relating to his or her employment or involuntary termination, and the Administrator shall construe and implement the terms of this Plan in its sole discretion. Included in the scope of the foregoing, (i) if a Covered Employee receives notice from the Employer pursuant to the WARN Act or comparable state law, and remains employed during some or all of the WARN notice period, then the Severance Benefits payable to the Covered Employee may be reduced by the pay and benefits received by such Covered Employee during the WARN or comparable state law notice period, and (ii) if a Covered Employee receives notice from the Employer pursuant to the WARN Act or comparable state law, and does not remain employed during some or all of the WARN Act or comparable notice period, due to Employee’s voluntary resignation, then the Employee is not eligible to receive Severance Benefits under this Plan. Further the Separation Agreement and Release required to be signed before receiving any Severance Benefits under this Plan includes a waiver of all claims or amounts due under the WARN Act or comparable laws.

7.14 Limitations on Actions . No action may be brought for Severance Benefits provided by this Plan or any amendment or modification thereof, or to enforce any right thereunder, until after the claim and the appeal of the claim have been submitted to and determined by the Administrator. Any legal action must commence within twelve (12) calendar months immediately following the date of such Administrator’s final decision pursuant to Section 5.2 above.

7.15 Section 409A Limitation .

(a) Each payment of Severance Benefits shall be treated as a separate payment for purposes of the short-term deferral rules under Treasury Regulation Section 1.409A-1(b)(4)(i)(F), the exemption for Qualifying Terminations under separation pay plans under Treasury Regulation Section 1.409A-1(b)(9)(iii), the exemption for medical expense reimbursements under Treasury Regulation Section 1.409A-1(b)(9)(v)(B) and the exemption for in-kind benefits under Treasury Regulation Section 1.409A-1(b)(9)(v)(C).

(b) To the extent possible, no amount shall be payable under this Plan unless such amount (i) is paid on or before March 15 ^th of the calendar year immediately following the applicable Separation Date, or (ii) is paid on or before the last day of the second calendar year following the year during which a Severance Benefit Employee’s Separation Date occurred and is includable in a group of payments which does not exceed the lesser of two times the Severance Benefit Employee’s annual Base Salary in the year prior to the year during which the Separation Date occurred or two times the limit under Code Section 401(a)(17) as then in effect.

(c) To the extent that any portion of the Severance Benefits is subject to Code Section 409A, (i) the payment of that portion of the Severance Benefits shall be designed and administered to comply with Code Section 409A and the Treasury Regulations thereunder, and (ii) notwithstanding anything in this Plan to the contrary concerning the time of payment of that portion of the Severance Benefit, if the Severance Benefit Employee is a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i) on the date of his or her “separation from service”, as described in Code Section 409A, then to the extent any portion of such payment is paid upon or as a result of the Severance Benefit Employee’s “separation from service”, such amount shall be accumulated and not paid to the Severance Benefit Employee until the date that is six (6) months after the date of his or her “separation from service” (or, if earlier than the end of the six (6) month period, his or her date of death). Such accumulated amounts shall be paid in a single lump sum payment on such delayed payment date.

7.16 Clawback . Notwithstanding any provisions in this Plan to the contrary, any Severance Benefits provided hereunder, whether in the form of cash or otherwise, shall be subject to a clawback to the extent necessary to comply with the requirements of any applicable law, including the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, section 304 of the Sarbanes Oxley Act of 2002, or any regulations promulgated thereunder, or any policy adopted by the Company or the Employer pursuant to any such law (whether in existence as of the effective date of this Plan or later adopted).

7.17 Entire Document . THE BENEFITS DESCRIBED IN THE PLAN ARE INTENDED TO BE THE ENTIRE BENEFITS PAYABLE TO A COVERED EMPLOYEE WHOSE EMPLOYMENT IS TERMINATED SOLELY AS A RESULT OF A QUALIFYING TERMINATION, OTHER THAN BENEFITS PROVIDED BY ANOTHER EMPLOYEE BENEFIT PLAN OF THE COMPANY. BY ELECTING TO PARTICIPATE IN THE PLAN AND SIGNING THE SEPARATION AGREEMENT AND RELEASE ON THE FORM PROVIDED TO THE COVERED EMPLOYEE BY THE COMPANY, THE COVERED EMPLOYEE WAIVES HIS OR HER RIGHT TO BENEFITS UNDER ANY AND ALL PRIOR SEVERANCE

AGREEMENTS, UNDERSTANDINGS, EMPLOYMENT OR OTHER AGREEMENTS, DESCRIPTIONS OR ARRANGEMENTS.

IN WITNESS WHEREOF, the Company has caused the Plan to be executed in its name and on its behalf as of January 21, 2019 by a duly authorized officer.

Frank’s International N.V.

By: /s/ Michael C. Kearney

Its: President and Chief Executive Officer

Exhibit 21.1

LIST OF SUBSIDIARIES OF FRANK'S INTERNATIONAL N.V.



Entity		Jurisdiction

Blackhawk Specialty Tools, LLC		Texas, USA
Blackhawk Specialty Tools de Mexico S. de RL de C.V.		Mexico
FI Oilfield Services Canada ULC		Alberta, Canada
Frank's Canada Holding B.V.		The Netherlands
Frank's Eiendom AS		Norway
Frank's International (B.V.I.) Limited		British Virgin Islands
Frank's International (Bermuda) Ltd		Bermuda
Frank's International (Gibraltar) Limited		Gibraltar
Frank's International Americas B.V.		The Netherlands
Frank's International A.S.		Norway
Frank's International Brasil Ltda.		Brazil
Frank's International C.V.		The Netherlands
Frank's International Cooperatief U.A.		The Netherlands
Frank’s International Guyana, Inc.		Guyana
Frank’s International Hungary Kft.		Hungary
Frank's International ITL, Ltd.		British Virgin Islands
Frank's International Limited		United Kingdom
Frank's International LP B.V.		The Netherlands
Frank's International Middle East (BVI) Ltd		British Virgin Islands
Frank's International Middle East FZCO		United Arab Emirates
Frank's International Middle East LLC		United Arab Emirates
Frank's International Operations B.V.		The Netherlands
Frank's International S.R.L.		Italy
Frank's International Trinidad Unlimited		Trinidad
Frank's International Tubular Products Ltd		British Virgin Islands
Frank's International West Africa (B.V.I.) Limited		British Virgin Islands
Frank's International, LLC		Texas, USA
Frank's Logistic Singapore PTE LTD		Singapore
Frank's Rawabi (S.A.) Limited		Saudi Arabia
Integrated Services (Intl) Limited		United Kingdom
Oilfield Equipment Rentals B.V.		The Netherlands
Oilfield Equipment Rentals Limited		United Arab Emirates / Jebel Ali Free Zone
Oilfield Equipment Rentals Limited		Ireland
PT. Frank's Indonesia		Indonesia
Selaut Oil Tools Services SDN. B.H.D.		Malaysia

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Frank’s International N.V.:

We consent to the incorporation by reference in the registration statements on Form S-8 (No. 333-190607) and Form S-3 (Nos. 333-200588, 333-206131, and 333-214509) of Frank’s International N.V. of our reports dated February 25, 2019, with respect to the consolidated balance sheet of Frank’s International N.V. and subsidiaries as of December 31, 2018, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the year ended December 31, 2018, and the related notes (and financial statement Schedule II-Valuation and Qualifying Accounts) (collectively, the “consolidated financial statements”) and the effectiveness of internal control over financial reporting as of December 31, 2018, which reports appear in the December 31, 2018 annual report on Form 10-K of Frank’s International N.V.

/s/ KPMG LLP

Houston, Texas
February 25, 2019

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-190607) and Form S-3 (Nos. 333-200588, 333-206131, and 333-214509) of Frank’s International N.V. of our report dated February 27, 2018 relating to the financial statements and financial statement schedule, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

February 25, 2019

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Michael C. Kearney, certify that:


1.	I have reviewed this Annual Report on Form 10-K (this “report”) of Frank’s International N.V. (the “registrant”);


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2019

/s/ Michael C. Kearney

Michael C. Kearney

Chairman, President and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Kyle McClure, certify that:


1.	I have reviewed this Annual Report on Form 10-K (this “report”) of Frank’s International N.V. (the “registrant”);


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2019

/s/ Kyle McClure

Kyle McClure

Senior Vice President and Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION OF
CHIEF EXECUTIVE OFFICER UNDER SECTION 906 OF THE
SARBANES OXLEY ACT OF 2002, 18 U.S.C. § 1350

In connection with the Annual Report of Frank’s International N.V. (the “Company”) on Form 10-K for the year ended December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael C. Kearney, Chairman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, that, to my knowledge:


1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and


2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



February 25, 2019		/s/ Michael C. Kearney
		Michael C. Kearney
		Chairman, President and Chief Executive Officer

EXHIBIT 32.2

CERTIFICATION OF
CHIEF FINANCIAL OFFICER UNDER SECTION 906 OF THE
SARBANES OXLEY ACT OF 2002, 18 U.S.C. § 1350

In connection with the Annual Report of Frank’s International N.V. (the “Company”) on Form 10-K for the year ended December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kyle McClure, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, that, to my knowledge:


1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and


2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



February 25, 2019		/s/ Kyle McClure
		Kyle McClure
		Senior Vice President and Chief Financial Officer