Entry into a Material Definitive
Agreement.

reduce the aggregate revolving loan commitments for (i) the
U.S. revolving credit facility from a maximum principal
amount of US$50,000,000 to a maximum principal amount of
US$40,000,000; (ii) the Australian revolving credit
facility from a maximum principal amount of US$100,000,000
to a maximum principal amount of US$85,000,000, (iii) the
original Canadian revolving credit facility under the
Syndicated Facility Agreement (known as the Canadian
Tranche A Revolving Credit Facility) from a maximum
principal amount of US$100,000,000 to a maximum principal
amount of US$90,000,000, and (iv) the Canadian revolving
facility, which was incurred in connection with the First
Amendment (known as the Canadian Tranche B Revolving Credit
Facility), from a maximum principal amount of
US$100,000,000 to a maximum principal amount of
US$60,000,000;

add one additional level to the total leverage-based grid,
such that interest rates for the loans range from LIBOR
2.25% to LIBOR 5.50% and the undrawn commitment fees range
from 0.51% to 1.24% based on total leverage;

make certain changes to the maximum leverage ratio
financial covenant, including an increase in the permitted
level of the total leverage ratio to a range of 5.25x to
5.85x (as specified in the Third Amendment) for each fiscal
quarter beginning with the fiscal quarter ending September
30, 2017, when the maximum leverage ratio increases to
5.85x, before a decrease to 5.50x for the fourth fiscal
quarter of 2018, with a further decrease to 5.25x for the
first fiscal quarter of 2019 and each fiscal quarter
thereafter;

provide an adjustment under the definition of EBITDA for
certain identifiable cost synergies for the pro-forma
calculations related to acquisitions;

extend the limitations on certain restricted payments under
the Syndicated Facility Agreement to January 2018;

permit investments by the Company and its subsidiaries into
any non-wholly owned subsidiary, subject to certain
customary conditions; and

make other technical changes and amendments to the
Syndicated Facility Agreement.

Item 9.01

Financial Statements and Exhibits.

Exhibit No.

Description

10.1

Third Amendment to Syndicated Facility Agreement, dated as
of February 17, 2017, by and among Civeo Corporation, Civeo
U.S. Holdings LLC, Civeo Management LLC, Civeo Canada Inc.,
Civeo Premium Camp Services Ltd., and Civeo PTY Limited, as
Borrowers, the Guarantors and Lenders named therein, Royal
Bank of Canada, as Administrative Agent, U.S. Collateral
Agent, Canadian Administrative Agent, Canadian Collateral
Agent and an Issuing Bank and RBC Europe Limited, as
Australian Administrative Agent, Australian Collateral
Agent and an Issuing Bank.