CONSENT AND WAIVER TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
THIS CONSENT AND WAIVER TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this Consent) is dated as of May 6, 2019 (the Effective Date), among RIGNET, INC., a Delaware corporation (Borrower), certain subsidiaries of Borrower party hereto, as guarantors (Guarantors), the lenders from time to time party hereto (Lenders), and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the Agent), Swingline Lender and L/C Issuer. Capitalized terms used but not defined in this Consent have the meaning given them in the Credit Agreement (defined below).
A. Borrower, the Subsidiaries of Borrower party thereto as Guarantors, Agent, Swingline Lender, L/C Issuer and Lenders are parties to that certain Third Amended and Restated Credit Agreement dated as of November 6, 2017 (as amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated as of February 13, 2019, and as may be further amended, restated or supplemented from time to time, the Credit Agreement).
B. Borrower and its Subsidiaries have incurred Indebtedness, including reimbursement obligations, in respect of performance bonds, surety bonds, and similar guarantee and indemnity agreements, which are furnished by the Borrower and its Subsidiaries under project contracts to ensure completion of their respective obligations in accordance with such project contracts and which are set forth more particularly on Schedule A attached hereto (the Specified Contingent Bond Obligations).
C. As a result of the incurrence by Borrower and its Subsidiaries of Specified Contingent Bond Obligations in excess of the limitations permitted under the Credit Agreement and the failure to report such Specified Contingent Bond Obligations in the calculation of Consolidated Funded Indebtedness (the Specified Violations), Events of Default have occurred and are continuing under the Credit Agreement.
D. Borrower has requested, and the Lenders have agreed to (i) waive any and all Events of Default arising from or occurring as a result of the Specified Violations prior to the date hereof, and (ii) consent to (x) up to and until June 30, 2019, the incurrence of the Specified Contingent Bond Obligations in an aggregate amount not to exceed $30,000,000 at any time, and (y) the exclusion of the Specified Contingent Bond Obligations from the calculation of Consolidated Funded Indebtedness set forth in the Compliance Certificate for the fiscal quarter ended March 31, 2019, delivered by Borrower to Agent pursuant to Section 6.02(a) of the Credit Agreement (collectively, the Specified Consent), in each case subject to the terms and conditions of this Consent.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agree as follows:
1. Waiver of Events of Default. Subject to the terms and conditions set out in this Consent upon effectiveness of this Consent, Lenders hereby (a) waive any and all Events of Default arising from or occurring as a result of the Specified Violations prior to the Effective Date, including but not limited to the inaccuracy of any representations, warranties and certifications made by any of the Loan Parties as a result of the Specified Violations prior to the Effective Date and (b) agree not to exercise any of the rights or remedies available to Agent and Lenders under the Loan Documents solely as a result of the noncompliance described in the immediately preceding clause (a).