0000073756-19-000011 Sample Contracts

AMENDMENT TO
Trust Agreement • February 28th, 2019 • Oceaneering International Inc • Oil & gas field services, nec

This amendment (the “Amendment”), effective as of the Effective Time (as defined below), to the Trust Agreement entered into as of May 12, 2006 by and between Oceaneering International, Inc. (the “Company”) and Bank of America, National Association (“BANA”), as successor to United States Trust Company, N.A. (the “Trust Agreement”) is made and entered into by and among the Company, BANA, Evercore LP (“Evercore”) and Evercore Trust Company, National Association (“ETC”), a limited purpose national banking association.

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AMENDMENT TO
Trust Agreement • February 28th, 2019 • Oceaneering International Inc • Oil & gas field services, nec

This amendment (the “Amendment”), effective as of the Effective Time (as defined below), to the Trust Agreement, dated May 12, 2006, as thereafter amended, by and between Oceaneering International, Inc. (the “Company”) and Evercore Trust Company, N.A. (“Evercore Trust”), as successor to United States Trust Company, National Association (the “Trust Agreement”), is made and entered into by and among the Company, Evercore Trust and Newport Trust Company, a New Hampshire trust company (“Newport”).

Trust Agreement
Trust Agreement • February 28th, 2019 • Oceaneering International Inc • Oil & gas field services, nec • Massachusetts

This Trust Agreement, dated as of the first day of January, 2019 (“Effective Date”), is between Oceaneering International, Inc., a Delaware corporation, having an office at 11911 FM 529, Houston, Texas 77041 (“Sponsor”), and Fidelity Management Trust Company (the “Trustee”), a Massachusetts trust company, having an office at 245 Summer Street, Boston, Massachusetts 02210.

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