AMENDMENT NO. 2 TO CREDIT AGREEMENT
This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this Amendment), dated as of November 1, 2022, is among TEAM, INC., a Delaware corporation (the Borrower Agent), the Guarantors party hereto, each of the Lenders party hereto and ECLIPSE BUSINESS CAPITAL LLC, acting not individually but as agent on behalf of, and for the benefit of, the Lenders and all other Secured Parties (in such capacity, together with its successors and assigns, if any, in such capacity, the Agent).
W I T N E S S E T H:
WHEREAS, the Borrower Agent has advised the Agent that pursuant to that certain Equity Purchase Agreement (together with all annexes, schedules and exhibits thereto, as amended, supplemented or modified on or prior to the date hereof, the Purchase Agreement) dated as of August 14, 2022, by and among the Borrower Agent, as Seller (as defined in the Purchase Agreement) and Baker Hughes Holdings LLC, a Delaware limited liability company, as the Buyer (as defined in the Purchase Agreement), the Borrower Agent agreed to sell, transfer and assign to the Buyer, certain Company Interests (as defined in the Purchase Agreement) at Closing (as defined in the Purchase Agreement) (such sale, transfer and assignment pursuant to the Purchase Agreement, the Quest Sale);
WHEREAS, the Borrower Agent, the other Loan Parties party thereto from time to time, the Lenders party thereto from time to time, the Agent, and the other Persons party thereto from time to time, have entered into that certain Credit Agreement, dated as of February 11, 2022 (as amended by that certain First Amendment to the Credit Agreement, dated as of May 6, 2022, and as further amended, supplemented, or otherwise modified prior to the effectiveness of this Amendment, the Existing Credit Agreement);
WHEREAS, the Borrower Agent, the Guarantors, the Lenders, and the Agent have agreed to further amend the Existing Credit Agreement in connection with the Quest Sale and the Lenders have agreed, subject to the terms and conditions set forth herein, to, among other things, modify the Maturity Reserve Trigger Date (the Existing Credit Agreement as amended by this Amendment, the Credit Agreement; capitalized terms used in this Amendment not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement); and
WHEREAS, the Borrower Agent, the Agent and the Lenders party hereto, constituting all Lenders, are willing to effect such amendment on the terms and conditions contained in this Amendment.
NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: