Forum Energy (FET) 8-KForum Energy Technologies Announces Closing of $100 Million Senior Secured Bond Issuance

BOND TERMS

FOR

Forum Energy Technologies, Inc. 10.50% senior secured USD 250,000,000 bonds 2024/2029

ISIN NO0013339036 (after the Distribution Compliance Period)

ISIN NO0013339044 (during the Distribution Compliance Period)

1.    INTERPRETATION

1.1    Definitions

The following terms will have the following meanings:

(a)    including the operating profit before interest, tax, depreciation and amortisation (calculated on the same basis as EBITDA) of a Group Company (or attributable to a business or assets) acquired during the Relevant Period for that part of the Relevant Period prior to its becoming a Group Company or (as the case may be) prior to the acquisition of the business or asset; and

(b)    excluding the operating profit before interest, tax, depreciation and amortisation (calculated on the same basis as EBITDA) attributable to any Group Company (or to any business or assets) disposed of during the Relevant Period for that part of the Relevant Period.

(a)    cash-flow from operations; plus

(b)    the net amount of any new equity raised by the Issuer; plus

(c)    any interest income; plus

(d)    the amount of any cash and cash equivalents released from a blocked account (i.e. accounts where funds are not available for withdrawal) or credited to an account that became unblocked in the relevant period; less

(e)    capital expenditures incurred; less

(f)    cash investments and acquisitions incl. contingent payments made (excluding the acquisition of Variperm Holdings Ltd. in 2024) in each case unless and to the extent such investment or acquisition was funded by any Financial Indebtedness made available to the Group; less

(g)    debt service incl. cash hedging costs (i.e., interest and scheduled instalments/repayments paid by any Group Company) other than any principal payment or cash hedging costs refinanced or rolled into new debt or hedging arrangements; less

(h)    any lease payments (to the extent not taken into account in the cash-flow from operations or debt service); less

(i)    any other financing cost not reflected in (a), (e), (g) or (h); less

(j)    the amount of any cash and cash equivalents transferred to a blocked account (accounts where funds are not available for withdrawal) or credited to an account that became blocked in the relevant period; less

(k)    the net amount of stock purchases and payment of withheld taxes on stock-based compensation plans; less

(l)    taxes paid.

(a)    any person which is a Subsidiary of that person;

(b)    any person with Decisive Influence over that person (directly or indirectly); and

(c)    any person which is a Subsidiary of an entity with Decisive Influence over that person (directly or indirectly).

(a)    cash in hand or amounts standing to the credit of any current and/or on deposit accounts with a reputable bank; and

(b)    time deposits with reputable banks and certificates of deposit issued, and bills of exchange accepted, by a reputable bank,

(a)    a majority of the voting rights in that other person; or

(b)    a right to elect or remove a majority of the members of the board of directors of that other person.

(a)    payment of dividend, charge or fee or other distribution (whether in cash or in kind) on or in respect of share capital, other than dividends or distributions payable in common equity or preferred equity that has no mandatory cash redemption features issued by the Issuer or any warrants, options or rights to purchase or acquire such equity);

(b)    repayment or distribution of dividend or share premium reserve;

(c)    redemption, repurchase or repayment of share capital or other restricted equity with repayment to shareholders;

(d)    repayment or service of any Subordinated Loan (other than capitalising accrued interest); or

(e)    other similar distributions or transfers of value to the direct and indirect shareholders of any Group Company or the Affiliates of such direct and indirect shareholders.

(a)    before deducting any interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments whether paid, payable or capitalised by any member of the Group (calculated on a consolidated basis) in respect of that period;

(b)    not including any accrued interest owing to any member of the Group;

(c)    excluding any Transaction Costs;

(d)    after adding back any amount attributable to the amortisation, depreciation, depletion or impairment of assets of members of the Group;

(e)    before taking into account any exceptional, one off, non-recurring or extraordinary items for up to a total amount equal to 10.00 per cent. of EBITDA in respect of such Relevant Period in aggregate for the Group;

(f)    before taking into account any unrealised gains or losses on any financial or derivative instrument (other than any derivative instruments which are accounted for on a hedge account basis);

(g)    after deducting any gain over book value and after adding back any loss arising on the disposal of any asset of any member of the Group (other than the sale of trading stock) during such period;

(h)    after deducting the amount of any profit (or adding back the amount of any loss) of any Group Company which is attributable to minority interests;

(i)    after adding back or deducting, as the case may be, the Group's share of the profits or losses of entities which are not part of the Group;

(j)    after adding back any charge to profit represented by the expensing of stock options and costs and provisions relating to share incentive schemes of the Group or other long-term management incentive programs;

(k)    after deducting any operating lease expenses which are not included in the operating profit, including any expenses under any lease or hire purchase contract which would, in accordance with the Accounting Standard, be capitalised as an asset and booked as a corresponding liability in the balance sheet and which would have been characterized, classified or reclassified as an operating lease in accordance with the Accounting Standard prior to the date of the Issuer’s adoption of Accounting Standards Codification 842 (or any other Accounting Standards Codification having a similar result or effect) (and related interpretations) (whether or not such lease was in effect on such date); and

(l)    gains and losses due solely to fluctuations in currency values and the related tax effects,

in each case, to the extent added, deducted or taken into account (as the case may be) for the purpose of determining operating profits of the Group before taxation.

(a)    Nordic ABM, a self-regulated marketplace organised and operated by Oslo Børs;

(b)    Oslo Børs (the Oslo Stock Exchange); or

(c)    any regulated market as such term is understood in accordance with the Markets in Financial Instruments Directive 2014/65/EU (MiFID II) and Regulation (EU) No. 600/2014 on markets in financial instruments (MiFIR).

proceeds received by the Issuer or any Guarantor from the sale, transfer or other disposition of Excluded Equity Interest shall constitute Transaction Security unless any property constituting such proceeds are themselves subject to the exclusions set forth above.

(a)    the currently outstanding (as of September 1, 2024) approximately USD 61.2 million senior secured notes due 2025 issued by the Issuer; and

(b)    the currently outstanding (as of September 1, 2024) approximately USD 59.7 million secured seller credit note issued by the Issuer,

which shall be refinanced using part of the proceeds of the Initial Bond Issue.

(a)    moneys borrowed (and debit balances at banks or other financial institutions);

(b)    any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c)    any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument, including the Bonds;

(d)    the amount of any liability in respect of any Finance Lease;

(e)    receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis provided that the requirements for de-recognition under the Accounting Standard are met);

(f)    any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price and, when calculating the value of any derivative transaction, only the mark to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount shall be taken into account);

(g)    any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of a person which is not a Group Company which liability would fall within one of the other paragraphs of this definition;

(h)    any amount raised by the issue of redeemable shares which are redeemable (other than at the option of the Issuer) before the Maturity Date or are otherwise classified as borrowings under the Accounting Standard;

(i)    any amount of any liability under an advance or deferred purchase agreement, if (a) the primary reason behind entering into the agreement is to raise finance or (b) the agreement is in respect of the supply of assets or services and payment is due more than 120 calendar days after the date of supply;

(j)    any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing or otherwise being classified as a borrowing under the Accounting Standard; and

(k)    without double counting, the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j) above.

(a)    is unable or admits inability to pay its debts as they fall due;

(b)    suspends making payments on any of its debts generally; or

(c)    is otherwise considered insolvent or bankrupt within the meaning of the relevant bankruptcy legislation of the jurisdiction which can be regarded as its centre of main interest as such term is understood pursuant to Regulation (EU) 2015/848 on insolvency proceedings (as amended from time to time).

(a)    that the Bonds have not been admitted to listing on an Exchange within nine (9) months following the Issue Date; or

(b)    in the case of a successful admission to listing, that a period of three (3) months has elapsed since the Bonds ceased to be admitted to listing on an Exchange.

(a)    any Cash and Cash Equivalents of any Group Company; plus

(b)    any amount of undrawn and available borrowing base under the ABL Facility, which is available for immediately drawing to be applied for working capital or general corporate purposes of the Group (subject only to customary conditions for utilisation) and provided that there is no less than 6 months until the maturity date of the ABL Facility.

(a)    the Nominal Amount of the redeemed Bonds at the First Call Price as if such payment originally had taken place on the First Call Date; and

(b)    the remaining interest payments of the redeemed Bonds (less any accrued and unpaid interest on the redeemed Bonds as at the Repayment Date) to the First Call Date,

where the present value shall be calculated by using a discount rate of 4.55 per cent. per annum.

(a)    the ability of the Issuer or any Guarantor to perform and comply with its obligations under any Finance Document; or

(b)    the validity or enforceability of any Finance Document.

(a)    excluding any such obligations to any other Group Company;

(b)    excluding any such obligations in respect of any Subordinated Loan;

(c)    including, in the case of any Finance Lease, their capitalised value; and

(d)    deducting the aggregate amount of Cash and Cash Equivalents at that time,

and so that no amount shall be included or excluded more than once.

(a)    FET Holdings, LLC, a limited liability company organized under the laws of the State of Delaware with file no. 5081660;

(b)    Forum US, Inc., a corporation organized under the laws of the State of Delaware with file no. 4623178;

(c)    Forum Canada ULC, an Alberta unlimited liability corporation;

(d)    GT Coiled Tubing of Canada ULC, an Alberta unlimited liability corporation

(e)    Global Flow Technologies, Inc., a corporation organized under the laws of the State of Delaware with file no. 3987975;

(f)    Forum International Holdings, Inc., a corporation organized under the laws of the State of Delaware with file no. 4129244;

(g)    Forum Energy Services, Inc., a corporation organized under the laws of the State of Delaware with file no. 5073886;

(h)    Forum Global Holdings, LLC, a limited liability company organized under the laws of the State of Delaware with file no. 5583494;

(i)    Forum Global Tubing LLC, a limited liability company organized under the laws of the State of Delaware with file no. 4348809;

(j)    Forum Global Tubing LP, a limited partnership organized under the laws of the State of Delaware with file no. 4340489;

(k)    Houston Global Heat Transfer LLC, a limited liability company organized under the laws of the State of Delaware with file no. 6285295;

(l)    Global Tubing LLC, a limited liability company organized under the laws of the State of Delaware with file no. 4338760;

(m)    Z Resources, Inc., a corporation organized under the laws of the State of Delaware with file no. 2730633;

(n)    Z Explorations, Inc., a corporation organized under the laws of the State of Delaware with file no. 2730624;

(o)    ZY-Tech Global Industries, Inc., a corporation organized under the laws of the State of Delaware with file no. 2730627;

(p)    Pro-Tech Valve Sales, Inc., an Alberta corporation;

(q)    Pacific Perforating, Inc., a corporation organized under the laws of the State of Delaware with file no. 5939570;

(r)    Variperm Holdings Ltd., an Alberta corporation;

(s)    2357835 Alberta Ltd., an Alberta corporation;

(t)     Variperm Energy Services Inc., an Alberta corporation;

(u)    Forum Energy Technologies (UK) Limited, a company registered under the laws of Scotland; and

(v)    the German Guarantor.

(a)    any Distribution by the Issuer, provided that the Incurrence Test is met with respect to such Distribution, of up to fifty per cent. (50.00%) of Adjusted Net Cash Flow to Equity of the Group in the previous calendar year, and where any unutilised portion of such net profit may not be carried forward;

(b)    any Distributions by the Issuer or any entity becoming a Group Company after the Issue Date, in respect of any management equity plan, stock option plan or any other management or employee benefit plan, agreement, or trust;

(c)    repurchases or redemptions of shares or warrants (i) upon the cashless exercise of stock options settled through the issuance of new shares, (ii) in satisfaction of customary indemnification and purchase price adjustment obligations under business acquisition arrangements in which shares of the Issuer were issued as consideration for such acquisition and where such repurchase or redemption is without any cash effect, or (iii) out of the net cash proceeds received by the Group from a substantially concurrent (but prior) sale of shares in the Issuer made (in whole or in part) for such purpose (and which equity injection shall not count for any other purpose (including equity cure) in the Bond Terms);

(d)    any Distribution by a Group Company (other than the Issuer), if such Distribution is made to another Group Company and, if made by a Group Company which is not wholly-owned, is made pro rata to its shareholders on the basis of their respective ownership at the time; and

(e)    any Distribution not permitted by the preceding paragraphs in any financial year not exceeding USD 1,000,000 in that year,

in each case, provided that no Event of Default has occurred and is continuing or would result by making such Distribution.

(a)    arising under the Finance Documents;

(b)    arising under the ABL Facility;

(c)    arising under any unsecured bonds issued by the Issuer provided that (i) the Incurrence Test is met and (ii) such bonds does not have any scheduled amortisation, mandatory or voluntary redemptions (other than in respect of change of control) or maturity until at least 6 months after the Maturity Date other than in the event that the Bonds have been redeemed in full;

(d)    arising under any secured debt incurred by the Issuer provided by any bank provided that (i) the Incurrence Test is met, (ii) such debt does not have any scheduled amortisation, mandatory or voluntary redemptions (other than in respect of change of control) or maturity until at least 6 months after the Maturity Date other than in the event that the Bonds have been redeemed in full, and (iii) the relevant creditor representative for such financing has acceded to the Intercreditor Agreement as “Pari Passu Liabilities”;

(e)    constituting Permitted Hedging Obligations;

(f)    of any person acquired by a Group Company after the Issue Date which is incurred under arrangements in existence at the date of acquisition, but not incurred or increased

(g)     financing of real property in an amount outstanding which does not exceed USD 5,000,000 (or its equivalent) in aggregate for the Group at any time;

(h)    arising under any Intercompany Loans provided that any such loan made by a Group Company which is not a Guarantor to a Guarantor must be subordinated to the liabilities under the Finance Documents pursuant to a subordination statement addressed to the Bond Trustee;

(i)    incurred under any existing and future importation-, bid-, payment-, surety- (other than in respect of indebtedness for borrowed money) and performance bonds and letters of credit in the ordinary course of business, including any counter-indemnity obligation arising under any guarantee granted by a commercial bank for any of the foregoing;

(j)    arising under supplier credits on normal commercial terms in the ordinary course of business;

(k)    arising as a result of a contemplated refinancing of the Bonds in full provided that (i) a call notice has been served on the Bonds or will be served in connection with the refinancing (in full and any conditions precedent have been satisfied or waived) and (ii) the proceeds of such debt issuance are held in escrow until full repayment of the Bonds;

(l)    incurred in respect of any liabilities for pensions, deferred employee compensation or tax, or in connection with the financing of insurance premiums, in each case incurred in the ordinary course of business;

(m)    arising under Subordinated Loans; and

(n)    not permitted by the preceding paragraphs and the outstanding principal amount of which does not exceed USD 10,000,000 (or its equivalent) in aggregate for the Group at any time.

(a)    any Guarantee or indemnity granted under the Finance Documents;

(b)    any Guarantee or indemnity granted in respect of the ABL Facility provided that the relevant guarantor also becomes a Guarantor;

(c)    any guarantee or indemnity for the benefit of third parties in the ordinary course of business or guarantees by the Issuer for liabilities of any Obligor which liabilities are not Financial Indebtedness;

(d)    any guarantee for the obligations of another Group Company;

(e)    any guarantee given in respect of netting or set-off arrangements permitted pursuant to paragraph e) of the definition of Permitted Security; or

(f)    not otherwise permitted by the preceding paragraphs and in the ordinary course of business so long as the aggregate amount of the guaranteed liabilities does not exceed USD 10,000,000 (or its equivalent in other currencies) at any time.

(a)    any trade credit extended by any Group Company on normal commercial terms and in the ordinary course of trading;

(b)    Financial Indebtedness which is referred to in the definition of, or otherwise constitutes Permitted Financial Indebtedness; and

(c)    any loan so long as the aggregate amount of the Financial Indebtedness under any such loans does not exceed USD 5,000,000 (or its equivalent in other currencies) at any time.

(a)    any Transaction Security created under the Finance Documents;

(b)    any ABL First Priority Security and any ABL Second Priority Security, in each case subject to the Intercreditor Agreement, securing the obligations of the Group under the ABL Facility and any Permitted Hedging Obligation;

(c)    any security securing financial indebtedness incurred under paragraph d) of “Permitted Financial Indebtedness” provided that such security is shared on a pari passu basis with the Bonds;

(d)    any Security provided by or over the relevant property owning company in respect of the financing referred to in paragraph g) of “Permitted Financial Indebtedness”;

(e)    any lien arising by operation of law and in the ordinary course of trading and not as a result of any default or omission by any Group Company;

(f)    cash collateral for taxes, assessments, government charges or claims not yet due and payable or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if a reserve or other appropriate provisions, if any, as shall be required in conformity with GAAP, shall have been made therefor;

(g)    easements, rights-of-way, licenses, covenants, reservations, precautionary financing statement filings in connection with operating leases, restrictions and other similar charges or encumbrances not interfering in any material respect with the business of the Issuer or any other Group Company incurred in the ordinary course of business;

(h)    any Security in respect of the Existing Debt so long as the Security is irrevocably released or discharged by no later than the date of initial disbursement of the Net Proceeds;

(i)    any netting or set-off arrangement entered into by any Group Company in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of members of the Group (including a multi-account overdraft);

(j)    any Security over or affecting any asset or company acquired by a Group Company after the Issue Date if the Security was not created in contemplation of the acquisition of that asset or company, the principal amount secured has not been increased in contemplation of or since the acquisition of that asset or company by a Group Company and the Security is removed or discharged within three (3) months of the date of acquisition of such asset or company;

(k)    any Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a Group Company in the ordinary course of trading and on the supplier's standard or usual terms and not arising as a result of any default or omission by any Group Company;

(l)    any Security arising as a consequence of any lease agreement permitted pursuant to the definition of “Permitted Financial Indebtedness”; or

(m)    any Security (excluding over assets covered by Transaction Security) securing indebtedness the outstanding principal amount of which (when aggregated with the outstanding principal amount of any other indebtedness which has the benefit of Security given by any Group Company other than any permitted under the preceding paragraphs) does not exceed USD 10,000,000 (or its equivalent in other currencies).

(a)    in relation to payments pursuant to these Bond Terms, the date designated as the Relevant Record Date in accordance with the rules of the CSD from time to time; or

1.2    Construction

In these Bond Terms, unless the context otherwise requires:

(a)    headings are for ease of reference only;

(b)    words denoting the singular number will include the plural and vice versa;

(c)    references to Clauses are references to the Clauses of these Bond Terms;

(d)    references to a time are references to Central European Time unless otherwise stated;

2.    THE BONDS

2.1    Amount, denomination and ISIN of the Bonds

(b)    The Bonds are denominated in US Dollars (USD), being the legal currency of the United States of America.

(c)    The Initial Nominal Amount of each Bond is USD 50,000.

(d)    The ISIN of the Bonds is set out on the front page. These Bond Terms apply with identical terms and conditions to (i) all Bonds issued under this ISIN and (ii) any Overdue Amounts issued under one or more separate ISIN in accordance with the regulations of the CSD from time to time.

2.2    Tenor of the Bonds

The tenor of the Bonds is from and including the Issue Date to but excluding the Maturity Date.

2.3    Use of proceeds

(a)    The Net Proceeds from the Initial Bond Issue shall be applied towards:

2.4    Status of the Bonds

(a)    The Bonds shall constitute senior debt obligations of the Issuer. The Bonds will rank pari passu between themselves and at least pari passu with all other obligations of the Issuer (save for such claims which are preferred by bankruptcy, insolvency, liquidation or other similar laws of general application).

(b)    The Bonds will be secured by the Transaction Security and the Guarantees.

2.5    Transaction Security

(a)    Subject to the Agreed Security Principles, including the exclusion of the Excluded Property (as defined therein), and the Intercreditor Agreement, the Issuer shall procure that the following Transaction Security is granted to the Security Agent, on behalf of the Secured Parties:

(b)    Subject to any mandatory limitations under applicable law and subject to the Agreed Security Principles, the Issuer shall ensure that in the event that any Group Company becomes the owner of any new shares in an Obligor, any Obligor becomes the owner of such assets which are included as Transaction Security, the Issuer shall, to the extent that a lien on such assets is not automatically attached pursuant to the existing security documents, promptly notify the Bond Trustee thereof in writing and shall procure that no later than sixty (60) Business Days of the relevant Group Company becoming the owner of such assets (or such Subordinated Loan arising) equivalent Transaction Security over those assets is granted.

(c)    The Transaction Security and the Intercreditor Agreement shall be entered into on such terms and conditions as the Security Agent and the Bond Trustee in its discretion deems appropriate in order to create the intended benefit for the Secured Parties under the relevant document.

(d)    The Bond Trustee (in its capacity as Security Agent) shall pursuant to the terms of the Intercreditor Agreement be permitted to release:

3.    THE BONDHOLDERS

3.1    Bond Terms binding on all Bondholders

(a)    By virtue of being registered as a Bondholder (directly or indirectly) with the CSD, the Bondholders are bound by these Bond Terms and any other Finance Document, without any further action required to be taken or formalities to be complied with by the Bond Trustee, the Bondholders, the Issuer or any other party.

(b)    The Bond Trustee is always acting with binding effect on behalf of all the Bondholders.

3.2    Limitation of rights of action

(a)    No Bondholder is entitled to take any enforcement action, instigate any insolvency procedures or take other legal action against the Issuer or any other party in relation to any of the liabilities of the Issuer or any other party under or in connection with the Finance Documents, other than through the Bond Trustee and in accordance with these Bond Terms, provided, however, that the Bondholders shall not be restricted from exercising any of their individual rights derived from these Bond Terms, including the right to exercise the Put Option.

(b)    Each Bondholder shall immediately upon request by the Bond Trustee provide the Bond Trustee with any such documents, including a written power of attorney (in form and substance satisfactory to the Bond Trustee), as the Bond Trustee deems necessary for the purpose of exercising its rights and/or carrying out its duties under the Finance Documents. The Bond Trustee is under no obligation to represent a Bondholder which does not comply with such request.

3.3    Bondholders’ rights

(a)    If a beneficial owner of a Bond not being registered as a Bondholder wishes to exercise any rights under the Finance Documents, it must obtain proof of ownership of the Bonds, acceptable to the Bond Trustee.

(b)    A Bondholder (whether registered as such or proven to the Bond Trustee’s satisfaction to be the beneficial owner of the Bond as set out in paragraph (a) above) may issue one or more powers of attorney to third parties to represent it in relation to some or all of the Bonds held or beneficially owned by such Bondholder. The Bond Trustee shall only have to examine the face of a power of attorney or similar evidence of authorisation that has been provided to it pursuant to this Clause 3.3 and may assume that it is in full force and effect, unless otherwise is apparent from its face or the Bond Trustee has actual knowledge to the contrary.

4.    ADMISSION TO LISTING

The Issuer shall:

(a)    use reasonable endeavours to ensure that the Bonds are listed on the Frankfurt Stock Exchange Open Market within sixty (60) days after the Issue Date, and with the intention to complete such listing within thirty (30) days after the Issue Date; and

(b)    ensure that the Bonds are listed on an Exchange within nine (9) months of the Issue Date and thereafter remain listed on an Exchange until the Bonds have been redeemed in full.

5.    REGISTRATION OF THE BONDS

5.1    Registration in the CSD

The Bonds shall be registered in dematerialised form in the CSD according to the relevant securities registration legislation and the requirements of the CSD.

5.2    Obligation to ensure correct registration

The Issuer will at all times ensure that the registration of the Bonds in the CSD is correct and shall immediately upon any amendment or variation of these Bond Terms give notice to the CSD of any such amendment or variation.

5.3    Country of issuance

The Bonds have not been issued under any other country’s legislation than that of the Relevant Jurisdiction. Save for the registration of the Bonds in the CSD, the Issuer is under no obligation to register, or cause the registration of, the Bonds in any other registry or under any other legislation than that of the Relevant Jurisdiction.

6.    CONDITIONS FOR DISBURSEMENT

6.1    Conditions precedent for disbursement to the Issuer

(a)    Issuance of the Bonds and payment of the Net Proceeds from the issuance of the Bonds to the Issuer in accordance with the purpose of the Bonds shall be conditional on the Bond Trustee having received in due time (as determined by the Bond Trustee) prior to the Issue Date each of the following documents, in form and substance satisfactory to the Bond Trustee:

(c)    Without limiting the generality of the foregoing, the Issuer and the Bond Trustee may, under the terms of the Closing Procedure, agree that any conditions precedent (including the grant of Transaction Security and accession to the Intercreditor Agreement) which are to be delivered by or in respect of any Obligor (other than the Issuer) may be delivered as conditions subsequent, however such conditions may in no event be delivered later than ten (10) Business Days after first release of funds.

(d)    Upon settlement of the Bonds and fulfilment of the conditions precedent set out in paragraph (a) above, the Net Proceeds shall be transferred directly to the Issuer (or as directed by the Issuer) for application in accordance with the purpose of the Bonds (in accordance with the funds flow and Closing Procedure), without the use of any interim bond escrow account.

6.2    Conditions subsequent

(a)    No later than 60 Business Days after the first disbursement of any Net Proceeds to the Issuer, the Issuer shall deliver to the Bond Trustee each of the following documents, in form and substance satisfactory to the Bond Trustee:

(b)    The Bond Trustee, acting in its sole discretion, may, regarding this Clause 6.2, waive the requirements for documentation or decide that delivery of certain documents shall be made subject to the Closing Procedure.

6.3    Tap Issues

The Issuer may issue Additional Bonds if:

(a)    a Tap Issue Addendum has been duly executed by all parties thereto;

(c)    the Bond Trustee receives evidence satisfactory to the Bond Trustee that the Issuer meets the Incurrence Test tested pro forma including the new Financial Indebtedness incurred as a result of issuing such Additional Bonds;

(d)    copies of corporate resolutions required for the Tap Issue and any power of attorney or other authorisation required for execution of the Tap Issue Addendum and any other Finance Documents; and

(e)    the Bond Trustee receives legal opinions or other statements as may be required by the Bond Trustee (including in respect of corporate matters relating to the Issuer and the legality, validity and enforceability of the Tap Issue Addendum and any other Finance Documents (if applicable)).

7.    REPRESENTATIONS AND WARRANTIES

(a)    on the date of these Bond Terms;

(b)    on the Issue Date;

(c)    on each date of disbursement of proceeds from the Bonds; and

(d)    on the date of issuance of any Additional Bonds:

(a)    No Event of Default exists or is likely to result from the making of any disbursement of proceeds or the entry into, the performance of, or any transaction contemplated by, any Finance Document.

(b)    No other event or circumstance has occurred which constitutes (or with the expiry of any grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (howsoever described) under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which has or is likely to have a Material Adverse Effect.

(a)    to enable it to enter into, exercise its rights and comply with its obligations under these Bond Terms or any other Finance Document to which it is a party; and

(b)    to carry on its business as presently conducted and as contemplated by these Bond Terms,

8.    PAYMENTS IN RESPECT OF THE BONDS

8.1    Covenant to pay

(a)    The Issuer will unconditionally make available to or to the order of the Bond Trustee and/or the Paying Agent all amounts due on each Payment Date pursuant to the terms of these Bond Terms at such times and to such accounts as specified by the Bond Trustee and/or the Paying Agent in advance of each Payment Date or when other payments are due and payable pursuant to these Bond Terms.

(b)    All payments to the Bondholders in relation to the Bonds shall be made to each Bondholder registered as such in the CSD on the Relevant Record Date, by, if no specific order is made by the Bond Trustee, crediting the relevant amount to the bank account nominated by such Bondholder in connection with its securities account in the CSD.

(c)    Payment constituting good discharge of the Issuer’s payment obligations to the Bondholders under these Bond Terms will be deemed to have been made to each Bondholder once the amount has been credited to the bank holding the bank account nominated by the Bondholder in connection with its securities account in the CSD. If the paying bank and the receiving bank are the same, payment shall be deemed to have

(d)    If a Payment Date or a date for other payments to the Bondholders pursuant to the Finance Documents falls on a day on which either of the relevant CSD settlement system or the relevant currency settlement system for the Bonds are not open, the payment shall be made on the first following possible day on which both of the said systems are open, unless any provision to the contrary has been set out for such payment in the relevant Finance Document.

8.2    Default interest

(a)    Default interest will accrue on any Overdue Amount from and including the Payment Date on which it was first due to and excluding the date on which the payment is made at the Interest Rate plus 3 percentage points per annum.

(b)    Default interest accrued on any Overdue Amount pursuant to this Clause 8.2 will be added to the Overdue Amount on each Interest Payment Date until the Overdue Amount and default interest accrued thereon have been repaid in full.

(c)    Upon the occurrence of a Listing Failure Event and for as long as such Listing Failure Event is continuing, the interest on any principal amount outstanding under these Bonds Terms will accrue at the Interest Rate plus 1 percentage point per annum.

8.3    Partial Payments

(a)    If the Paying Agent or the Bond Trustee receives a Partial Payment, such Partial Payment shall, in respect of the Issuer’s debt under the Finance Documents be considered made for discharge of the debt of the Issuer in the following order of priority:

(b)    Notwithstanding paragraph (a) above, any Partial Payment which is distributed to the Bondholders, shall, after the above mentioned deduction of outstanding fees, liabilities and expenses, be applied (i) firstly towards any principal amount due but unpaid and (ii) secondly, towards accrued interest due but unpaid, in the following situations;

8.4    Taxation

(a)    Each Obligor is responsible for withholding any withholding tax imposed by applicable law on any payments to be made by it in relation to the Finance Documents.

(c)    The Obligors shall, if any tax is withheld in respect of the Bonds under the Finance Documents at the request of the Bond Trustee, deliver to the Bond Trustee evidence that the required tax deduction or withholding has been made.

(d)    Any public fees levied on the trade of Bonds in the secondary market shall be paid by the Bondholders, unless otherwise provided by law or regulation, and the Issuer shall not be responsible for reimbursing any such fees.

(e)    The Bond Trustee shall not have any responsibility to obtain information about the Bondholders relevant for the tax obligations pursuant to these Bond Terms.

8.5    Currency

(a)    All amounts payable under the Finance Documents shall be payable in the Bond Currency. If, however, the Bond Currency differs from the currency of the bank account connected to the Bondholder’s account in the CSD, any cash settlement may be exchanged and credited to this bank account.

(b)    Any specific payment instructions, including foreign exchange bank account details, to be connected to the Bondholder’s account in the CSD must be provided by the relevant Bondholder to the Paying Agent (either directly or through its account manager in the CSD) within 5 Business Days prior to a Payment Date. Depending on any currency exchange settlement agreements between each Bondholder’s bank and the Paying Agent, and opening hours of the receiving bank, cash settlement may be delayed, and payment shall be deemed to have been made once the cash settlement has taken place, provided, however, that no default interest or other penalty shall accrue for the account of the Issuer for such delay.

8.6    Set-off and counterclaims

No Obligor may apply or perform any counterclaims or set-off against any payment obligations pursuant to these Bond Terms or any other Finance Document.

9.    INTEREST

9.1    Calculation of interest

(a)    Each Outstanding Bond will accrue interest at the Interest Rate on the Nominal Amount for each Interest Period, commencing on and including the first date of the Interest Period, and ending on but excluding the last date of the Interest Period.

(b)    Any Additional Bond will accrue interest at the Interest Rate on the Nominal Amount commencing on the first date of the Interest Period in which the Additional Bonds are issued and thereafter in accordance with paragraph (a) above.

(c)    Interest shall be calculated on the basis of a 360-day year comprised of twelve months of 30 days each (30/360-days basis), unless:

9.2    Payment of interest

Interest shall fall due on each Interest Payment Date for the corresponding preceding Interest Period and, with respect to accrued interest on the principal amount then due and payable, on each Repayment Date.

10.    REDEMPTION AND REPURCHASE OF BONDS

10.1    Redemption of Bonds

The Outstanding Bonds will mature in full on the Maturity Date and shall be redeemed by the Issuer on the Maturity Date at a price equal to 100 per cent. of the Nominal Amount.

10.2    Voluntary early redemption - Call Option

(b)    Any redemption of Bonds pursuant to paragraph (a) above shall be determined based upon the redemption prices applicable on the Call Option Repayment Date.

(c)    The Call Option may be exercised by the Issuer by written notice to the Bond Trustee at least 10 Business Days prior to the proposed Call Option Repayment Date. Any call notice given in respect of redemptions of Bonds shall be irrevocable, but may, at the Issuer's discretion, be subject to the satisfaction of one or more conditions precedent, to be satisfied or waived by the Issuer no later than three (3) Business Days prior to the Call Option Repayment Date. If such conditions precedent have not been satisfied or waived by that date, the call notice shall be null and void.

(d)    Any Call Option exercised in part will be used for pro rata payment to the Bondholders in accordance with the applicable regulations of the CSD.

10.3    Mandatory repurchase due to a Put Option Event

(d)    If Bonds representing more than 90 per cent. of the Outstanding Bonds have been repurchased pursuant to this Clause 10.3, the Issuer is entitled to repurchase all the remaining Outstanding Bonds at the price stated in paragraph (a) above by notifying the remaining Bondholders of its intention to do so no later than 10 Business Days after the Put Option Repayment Date. Such notice sent by the Issuer is irrevocable and shall specify the Call Option Repayment Date.

10.4    Early redemption option due to a tax event

prior to the Tax Event Repayment Date, provided that no such notice shall be given earlier than 40 Business Days prior to the earliest date on which the Issuer would be obliged to withhold such tax were a payment in respect of the Bonds then due.

11.    PURCHASE AND TRANSFER OF BONDS

11.1    Issuer’s purchase of Bonds

(a)    The Norwegian Central Securities Depository (Euronext VPS) acts as CSD. Principal and interest accrued will be calculated by the CSD. The Bond Issue will be blocked for all transaction types in the CSD settlement system.

(c)    The Bondholders must hold the Bonds through the Nominee Holder. All Bondholders must therefore have or open a securities account, either directly with the Nominee Holder or via an authorized nominee holding the Bonds on behalf of the Bondholder, or become a direct or sponsored member of the Nominee Holder.

(d)    The Nominee Holder is the only international central securities depository able to hold the Bonds in the CSD, and therefore no other central securities depository may be used for the above purposes.

(a)    All purchasers of Bonds must have or open a securities account with Euroclear Bank SA/NV or have an agreement with an authorised nominee in Euroclear Bank SA/NV holding the Bonds on behalf of the Bondholder or become a direct or sponsored member of Euroclear Bank SA/NV.

(b)    The Bonds will not be offered or sold in any jurisdiction in which such offer or solicitation is unlawful.

(c)    The Bonds have not been and will not be registered under the Securities Act or any U.S. state securities law. The Bonds may not be offered, sold, pledged or otherwise transferred, directly or indirectly, within the United States or to, or for the account or benefit of, any U.S. Person, unless registered under the Securities Act or except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. Failure to comply with these restrictions may constitute a violation of applicable securities legislation.

(d)    Further information on subscription restrictions is set out in the application form from the Manager prior to receiving bond allotments.

11.4    Transfer restrictions

(a)    The Bonds sold to non-U.S. Persons in Offshore Transactions are freely transferable and may be pledged and, during the Distribution Compliance Period or, with respect to U.S. Persons, the Restricted Period, will be subject to U.S. securities laws related restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable U.S. state securities laws pursuant to registration or exemption therefrom. The Bonds are also subject to the following:

12.    INFORMATION UNDERTAKINGS

12.1    Financial Reports

(a)    The Issuer shall prepare Annual Financial Statements in the English language and make them available on its website (and/or by arranging for publication on the publicly available website of the United States Securities and Exchange Commission or another

(b)    The Issuer shall prepare Interim Accounts in the English language and make them available on its website (and/or by arranging for publication on the publicly available website of the United States Securities and Exchange Commission or another relevant information platform) as soon as they become available, and not later than two months after the end of the relevant interim period.

(c)    Unless included in the Annual Financial Statements in the form as is currently included in the Annual Financial Statements for 2023, the Issuer shall prepare information about the Group's leasing and associated costs allocated as Finance Leases and leases which are not Finance Leases in the form as is currently included in the Annual Financial Statements for 2023, at the same time as the Annual Financial Statements are made available in accordance with (a) above.

12.2    Requirements as to Financial Reports

12.3    Put Option Event

The Issuer shall promptly inform the Bond Trustee in writing after becoming aware that a Put Option Event has occurred.

12.4    Listing Failure Event

12.5    Information: Miscellaneous

The Issuer shall:

(a)    promptly inform the Bond Trustee in writing of any Event of Default or any event or circumstance which the Issuer understands or could reasonably be expected to understand may lead to an Event of Default and the steps, if any, being taken to remedy it;

(b)    at the request of the Bond Trustee, report the balance of the Issuer’s Bonds (to the best of its knowledge, having made due and appropriate enquiries);

(c)    send the Bond Trustee copies of any statutory notifications of the Issuer, including but not limited to in connection with mergers, de-mergers and reduction of the Issuer’s share capital or equity;

(d)    if the Bonds are listed on an Exchange, send a copy to the Bond Trustee of its notices to the Exchange;

(e)    if the Issuer and/or the Bonds are rated, inform the Bond Trustee of its and/or the rating of the Bonds, and any changes to such rating;

(f)    inform the Bond Trustee of changes in the registration of the Bonds in the CSD; and

(g)    within a reasonable time, provide such information about the Issuer’s and the Group’s business, assets and financial condition as the Bond Trustee may reasonably request.

13.    GENERAL AND FINANCIAL UNDERTAKINGS

The Issuer undertakes to (and shall, where applicable, procure that the other Group Companies will) comply with the undertakings set forth in this Clause 13.

13.1    Authorisations

The Issuer shall, and shall procure that each other Group Company will, in all material respects obtain, maintain and comply with the terms of any authorisation, approval, licence and consent required for the conduct of its business as carried out from time to time.

13.2    Compliance with laws

The Issuer shall, and shall procure that each other Group Company will, comply in all material respects with all laws and regulations to which it may be subject from time to time.

13.3    Continuation of business

The Issuer shall procure that no material change is made to the general nature of the business from that carried on by the Group at the Issue Date.

13.4    Corporate status

The Issuer shall not change its type of organisation or jurisdiction of incorporation.

The Issuer shall not make any Distributions to its shareholders, other than any Permitted Distribution.

13.6    Mergers and de-mergers

(a)    The Issuer shall not, and shall procure that no other Group Company will, carry out any merger or other business combination or corporate reorganisation involving the consolidation of assets and obligations of the Issuer or any other Group Company with any other person, if such transaction would have a Material Adverse Effect and provided that in any merger or other business combination or corporate reorganisation involving an Obligor, the surviving entity shall be the Obligor or shall become an Obligor (and if such merger involves the Issuer, the Issuer shall be the surviving entity).

(b)    The Issuer shall not, and shall procure that no other Group Company will, carry out any de-merger or other corporate reorganisation having the same effect as a de-merger, other than any de-merger or other corporate reorganisation of any Material Group Company into two or more separate companies or entities which are wholly-owned by the Issuer (or, in the case of a Group Company that was not wholly-owned prior to such de-merger, owned with the same ownership percentage as the original Group Company), provided that any such de-merger or other corporate reorganisation is carried out at arm's length terms and does not have a Material Adverse Effect.

13.8    Financial Indebtedness

The Issuer shall not, and shall procure that no other Group Company will, incur or maintain any Financial Indebtedness, other than Permitted Financial Indebtedness.

13.9    Negative pledge

The Issuer shall not, and shall procure that no other Group Company will, create or allow to subsist, retain, provide, prolong or renew any Security over any of its/their assets (present or future) other than Permitted Security.

13.10    Loans or credit

The Issuer shall not, and shall procure that no other Group Company will, be a creditor in respect of any Financial Indebtedness other than any Permitted Loan.

13.11    No guarantees or indemnities

The Issuer shall not, and shall procure that no other Group Company will, incur or allow to remain outstanding any guarantee in respect of any obligation of any other person, other than any Permitted Guarantee.

The Issuer shall, and shall procure that each Group Company will, in all material respects maintain in good working order and condition (ordinary wear and tear excepted) all of its assets necessary or desirable in the conduct of its business.

The Issuer shall, and shall procure that each Group Company will, maintain customary insurances on or in relation to their business and assets with reputable independent insurance companies and underwriters against those risks and to the extent as is usual for companies carrying on the same or substantially similar business.

The Issuer shall procure that no Group Company creates or permits to exist any contractual obligation (or encumbrance) restricting the right to pay dividends or make other Distributions to its shareholders, other than where such obligation or encumbrance is not reasonably likely to prevent the Issuer from complying with its payment obligations under the Finance Documents.

The Issuer shall, and shall ensure that all other Group Companies will (i) ensure that no proceeds from the Bond Issue are used directly or indirectly for any purpose which would breach any applicable acts, regulations or laws on bribery, corruption or similar and (ii) conduct its businesses and maintain policies and procedures in compliance with applicable anti-corruption and sanction laws.

The Issuer shall:

(a)    together with the delivery of its Annual Financial Statements; and

(b)    on the date of completion of any acquisition which is financed through the proceeds of a Tap Issue,

deliver a Compliance Certificate to the Bond Trustee designating as Material Group Companies:

(c)    procure that any Material Group Companies designated pursuant to paragraph (a) above and which is incorporated in the United States, United Kingdom or Germany, no later than ninety (90) days after such nomination grants Transaction Security including Guarantees in accordance with the Agreed Security Principles and accedes to the Intercreditor Agreement.

13.18    Financial covenants

(a)    The Issuer shall ensure that:

(b)    If, after the Financial Covenants are recalculated as set out above, the breach has been remedied, the relevant Financial Covenants shall be deemed to have been satisfied on the relevant reporting date.

(c)    The Issuer shall be limited to a maximum of two (2) cures of actual failures to satisfy the Financial Covenants during the term of the Bonds, and no consecutive Financial Covenant cures are permitted.

(a)    The Incurrence test is met if:

(b)    The Issuer shall deliver to the Bond Trustee evidence of compliance with the Incurrence Test to be certified by a Compliance Certificate, which shall include calculation and figures evidencing compliance with the Incurrence Test.

(a)    The calculation of the Leverage Ratio in connection with an Incurrence Test shall be made as per a testing date determined by the Issuer, falling no earlier than one (1) month prior to the event relevant for the application of the Incurrence Test.

(b)    The Net Debt shall be measured on the relevant testing date so determined, but adjusted so that:

(c)    If the Incurrence Test is applied in respect of a Distribution, the cash which will be distributed as a result of such Distribution shall not be included in calculating Net Debt. If the Incurrence Test is applied in respect of an increase in commitments under the ABL Facility, the full committed amount (including such increase) shall be considered as drawn for the purpose of calculating Net Debt (but any cash from any concurrent drawing shall not reduce the Net Debt).

(d)    Adjusted EBITDA shall be calculated in accordance with the most recent Financial Report for which a Compliance Certificate has been delivered.

(b)    The ABL Facility may be secured by the ABL First Priority Security and the ABL Second Priority Security subject to the terms of the Intercreditor Agreement.

(c)    The ranking of security and enforcement rights as between the ABL Facility and the Bonds shall be governed by the Intercreditor Agreement.

14.    EVENTS OF DEFAULT AND ACCELERATION OF THE BONDS

14.1    Events of Default

Each of the events or circumstances set out in this Clause 14.1 shall constitute an Event of Default:

It is or becomes unlawful for an Obligor to perform or comply with any of its obligations under the Finance Documents to the extent this may materially impair:

14.2    Acceleration of the Bonds

If an Event of Default has occurred and is continuing, the Bond Trustee may, in its discretion in order to protect the interests of the Bondholders, or upon instruction received from the

(a)    declare that the Outstanding Bonds, together with accrued interest and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable; and/or

(b)    exercise (or direct the Security Agent to exercise) any or all of its rights, remedies, powers or discretions under the Finance Documents or take such further measures as are necessary to recover the amounts outstanding under the Finance Documents.

14.3    Bondholders’ instructions

(a)    the Bond Trustee receives a demand in writing from Bondholders representing a simple majority of the Voting Bonds, that an Event of Default shall be declared, and a Bondholders’ Meeting has not made a resolution to the contrary; or

(b)    the Bondholders’ Meeting, by a simple majority decision, has approved the declaration of an Event of Default.

14.4    Calculation of claim

(b)    for any other Event of Default, the claim will be calculated at the call price applicable at the date when the Default Notice was served by the Bond Trustee.

15.    BONDHOLDERS’ DECISIONS

15.1    Authority of the Bondholders’ Meeting

(a)    A Bondholders’ Meeting may, on behalf of the Bondholders, resolve to alter any of these Bond Terms, including, but not limited to, any reduction of principal or interest and any conversion of the Bonds into other capital classes.

(b)    The Bondholders’ Meeting cannot resolve that any overdue payment of any instalment shall be reduced unless there is a pro rata reduction of the principal that has not fallen due, but may resolve that accrued interest (whether overdue or not) shall be reduced without a corresponding reduction of principal.

(c)    The Bondholders’ Meeting may not adopt resolutions which will give certain Bondholders an unreasonable advantage at the expense of other Bondholders.

(e)    At least 50 per cent. of the Voting Bonds must be represented at a Bondholders’ Meeting for a quorum to be present.

(f)    Resolutions will be passed by simple majority of the Voting Bonds represented at the Bondholders’ Meeting, unless otherwise set out in paragraph (g) below.

15.2    Procedure for arranging a Bondholders’ Meeting

(a)    A Bondholders’ Meeting shall be convened by the Bond Trustee upon the request in writing of:

(b)    If the Bond Trustee has not convened a Bondholders’ Meeting within 10 Business Days after having received a valid request for calling a Bondholders’ Meeting pursuant to paragraph (a) above, then the requesting party may call the Bondholders’ Meeting itself.

(c)    Summons to a Bondholders’ Meeting must be sent no later than 10 Business Days prior to the proposed date of the Bondholders’ Meeting. The Summons shall be sent to all Bondholders registered in the CSD at the time the Summons is sent from the CSD. If the Bonds are listed, the Issuer shall ensure that the Summons is published in accordance with the applicable regulations of the Exchange. The Summons shall also be published on the website of the Bond Trustee (alternatively by press release or other relevant information platform).

(d)    Any Summons for a Bondholders’ Meeting must clearly state the agenda for the Bondholders’ Meeting and the matters to be resolved. The Bond Trustee may include additional agenda items to those requested by the person calling for the Bondholders’

(e)    Items which have not been included in the Summons may not be put to a vote at the Bondholders’ Meeting.

(i)    Representatives of the Issuer have the right to attend the Bondholders’ Meeting. The Bondholders Meeting may resolve to exclude the Issuer’s representatives and/or any person holding only Issuer’s Bonds (or any representative of such person) from participating in the meeting at certain times, however, the Issuer’s representative and any such other person shall have the right to be present during the voting.

(j)    Minutes of the Bondholders’ Meeting must be recorded by, or by someone acting at the instruction of, the Chairperson. The minutes must state the number of Voting Bonds represented at the Bondholders’ Meeting, the resolutions passed at the meeting, and the results of the vote on the matters to be decided at the Bondholders’ Meeting. The minutes shall be signed by the Chairperson and at least one other person. The minutes will be deposited with the Bond Trustee who shall make available a copy to the Bondholders and the Issuer upon request.

(k)    The Bond Trustee will ensure that the Issuer, the Bondholders and the Exchange are notified of resolutions passed at the Bondholders’ Meeting and that the resolutions are published on the website of the Bond Trustee (or other relevant electronically platform or press release).

(l)    The Issuer shall bear the costs and expenses incurred in connection with convening a Bondholders’ Meeting regardless of who has convened the Bondholders’ Meeting, including any reasonable costs and fees incurred by the Bond Trustee.

15.3    Voting rules

(b)    Issuer’s Bonds shall not carry any voting rights. The Chairperson shall determine any question concerning whether any Bonds will be considered Issuer’s Bonds.

(d)    Any of the Issuer, the Bond Trustee and any Bondholder has the right to demand a vote by ballot. In case of parity of votes, the Chairperson will have the deciding vote.

15.4    Repeated Bondholders’ Meeting

15.5    Written Resolutions

(b)    The person requesting a Bondholders’ Meeting may instead request that the relevant matters are to be resolved by Written Resolution only, unless the Bond Trustee decides otherwise.

(c)    The Summons for the Written Resolution shall be sent to the Bondholders registered in the CSD at the time the Summons is sent from the CSD and published at the Bond Trustee’s web site, or other relevant electronic platform or via press release.

(e)    The Summons for a Written Resolution shall include:

(h)    The effective date of a Written Resolution passed prior to the expiry of the Voting Period is the date when the resolution is approved by the last Bondholder that results in the necessary voting majority being obtained.

16.    THE BOND TRUSTEE

16.1    Power to represent the Bondholders

(a)    The Bond Trustee has power and authority to act on behalf of, and/or represent, the Bondholders in all matters, including but not limited to taking any legal or other action, including enforcement of these Bond Terms, and the commencement of bankruptcy or other insolvency proceedings against the Issuer, or others.

(b)    The Issuer shall promptly upon request provide the Bond Trustee with any such documents, information and other assistance (in form and substance satisfactory to the Bond Trustee), that the Bond Trustee deems necessary for the purpose of exercising its and the Bondholders’ rights and/or carrying out its duties under the Finance Documents.

16.2    The duties and authority of the Bond Trustee

(a)    The Bond Trustee shall represent the Bondholders in accordance with the Finance Documents, including, inter alia, by following up on the delivery of any Compliance Certificates and such other documents which the Issuer is obliged to disclose or deliver to the Bond Trustee pursuant to the Finance Documents and, when relevant, in relation to accelerating and enforcing the Bonds on behalf of the Bondholders.

(b)    The Bond Trustee is not obligated to assess or monitor the financial condition of the Issuer or any other Obligor unless to the extent expressly set out in these Bond Terms, or to take any steps to ascertain whether any Event of Default has occurred. Until it has actual knowledge to the contrary, the Bond Trustee is entitled to assume that no Event of Default has occurred. The Bond Trustee is not responsible for the valid execution or enforceability of the Finance Documents, or for any discrepancy between the indicative terms and conditions described in any marketing material presented to the Bondholders prior to issuance of the Bonds and the provisions of these Bond Terms.

(c)    The Bond Trustee is entitled to take such steps that it, in its sole discretion, considers necessary or advisable to protect the rights of the Bondholders in all matters pursuant to the terms of the Finance Documents. The Bond Trustee may submit any instructions received by it from the Bondholders to a Bondholders’ Meeting before the Bond Trustee takes any action pursuant to the instruction.

(d)    The Bond Trustee is entitled to engage external experts when carrying out its duties under the Finance Documents.

(e)    The Bond Trustee shall hold all amounts recovered on behalf of the Bondholders on separated accounts.

(f)    The Bond Trustee shall facilitate that resolutions passed at the Bondholders’ Meeting are properly implemented, provided, however, that the Bond Trustee may refuse to implement resolutions that may be in conflict with these Bond Terms, any other Finance Document, or any applicable law.

(g)    Notwithstanding any other provision of the Finance Documents to the contrary, the Bond Trustee is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation.

(h)    If the cost, loss or liability which the Bond Trustee may incur (including reasonable fees payable to the Bond Trustee itself) in:

(i)    The Bond Trustee shall give a notice to the Bondholders before it ceases to perform its obligations under the Finance Documents by reason of the non-payment by the Issuer of any fee or indemnity due to the Bond Trustee under the Finance Documents.

(j)    The Bond Trustee may instruct the CSD to split the Bonds to a lower nominal value in order to facilitate partial redemptions, write-downs or restructurings of the Bonds or in other situations where such split is deemed necessary.

16.3    Equality and conflicts of interest

(a)    The Bond Trustee shall not make decisions which will give certain Bondholders an unreasonable advantage at the expense of other Bondholders. The Bond Trustee shall, when acting pursuant to the Finance Documents, act with regard only to the interests of the Bondholders and shall not be required to have regard to the interests or to act upon or comply with any direction or request of any other person, other than as explicitly stated in the Finance Documents.

(b)    The Bond Trustee may act as agent, trustee, representative and/or security agent for several bond issues relating to the Issuer notwithstanding potential conflicts of interest. The Bond Trustee is entitled to delegate its duties to other professional parties.

16.4    Expenses, liability and indemnity

(a)    The Bond Trustee will not be liable to the Bondholders for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document,

(b)    The Bond Trustee will not be liable to the Issuer for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless caused by its gross negligence or wilful misconduct. The Bond Trustee shall not be responsible for any indirect or consequential loss.

(c)    Any liability for the Bond Trustee for damage or loss is limited to the amount of the Outstanding Bonds. The Bond Trustee is not liable for the content of information provided to the Bondholders by or on behalf of the Issuer or any other person.

(d)    The Bond Trustee shall not be considered to have acted negligently in:

(e)    The Issuer is liable for, and will indemnify the Bond Trustee fully in respect of, all losses, expenses and liabilities incurred by the Bond Trustee as a result of negligence by the Issuer (including its directors, management, officers, employees and agents) in connection with the performance of the Bond Trustee’s obligations under the Finance Documents, including losses incurred by the Bond Trustee as a result of the Bond Trustee’s actions based on misrepresentations made by the Issuer in connection with the issuance of the Bonds, the entering into or performance under the Finance Documents, and for as long as any amounts are outstanding under or pursuant to the Finance Documents.

(f)    The Issuer shall cover all costs and expenses incurred by the Bond Trustee in connection with it fulfilling its obligations under the Finance Documents. The Bond Trustee is entitled to fees for its work and to be indemnified for costs, losses and liabilities on the terms set out in the Finance Documents. The Bond Trustee’s obligations under the Finance Documents are conditioned upon the due payment of such fees and indemnifications. The fees of the Bond Trustee will be further set out in the Bond Trustee Fee Agreement.

(g)    The Issuer shall on demand by the Bond Trustee pay all costs incurred for external experts engaged after the occurrence of an Event of Default, or for the purpose of investigating or considering (i) an event or circumstance which the Bond Trustee reasonably believes is or may lead to an Event of Default or (ii) a matter relating to the Issuer or any Finance Document which the Bond Trustee reasonably believes may constitute or lead to a breach of any Finance Document or otherwise be detrimental to the interests of the Bondholders under the Finance Documents.

(h)    Fees, costs and expenses payable to the Bond Trustee which are not reimbursed in any other way due to an Event of Default, the Issuer being Insolvent or similar circumstances pertaining to any Obligors, may be covered by making an equal reduction in the proceeds to the Bondholders hereunder of any costs and expenses incurred by the Bond Trustee or the Security Agent in connection therewith. The Bond Trustee may withhold funds from any escrow account (or similar arrangement) or from other funds received from the Issuer or any other person, irrespective of such funds being subject to Transaction Security, and to set-off and cover any such costs and expenses from those funds.

16.5    Replacement of the Bond Trustee

(b)    The Bond Trustee may resign by giving notice to the Issuer and the Bondholders, in which case a successor Bond Trustee shall be elected pursuant to this Clause 16.5, initiated by the retiring Bond Trustee.

(c)    If the Bond Trustee is Insolvent, or otherwise is permanently unable to fulfil its obligations under these Bond Terms, the Bond Trustee shall be deemed to have resigned and a successor Bond Trustee shall be appointed in accordance with this Clause 16.5. The Issuer may appoint a temporary Bond Trustee until a new Bond Trustee is elected in accordance with paragraph (a) above.

(d)    The change of Bond Trustee shall only take effect upon execution of all necessary actions to effectively substitute the retiring Bond Trustee, and the retiring Bond Trustee undertakes to co-operate in all reasonable manners without delay to such effect. The retiring Bond Trustee shall be discharged from any further obligation in respect of the Finance Documents from the change takes effect, but shall remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Bond Trustee. The retiring Bond Trustee remains entitled to any benefits and any unpaid fees or expenses under the Finance Documents before the change has taken place.

(e)    Upon change of Bond Trustee, the Issuer shall co-operate in all reasonable manners without delay to replace the retiring Bond Trustee with the successor Bond Trustee and release the retiring Bond Trustee from any future obligations under the Finance Documents and any other documents.

16.6    Security Agent

(a)    The Bond Trustee is appointed to act as Security Agent for the Bonds, unless any other person is appointed. The main functions of the Security Agent may include holding Transaction Security on behalf of the Secured Parties and monitoring compliance by the Issuer and other relevant parties of their respective obligations under the Transaction Security Documents with respect to the Transaction Security on the basis of information made available to it pursuant to the Finance Documents.

(b)    The Bond Trustee shall, when acting as Security Agent for the Bonds, at all times maintain and keep all certificates and other documents received by it, that are bearers of right relating to the Transaction Security in safe custody on behalf of the Bondholders. The Bond Trustee shall not be responsible for or required to insure against any loss incurred in connection with such safe custody.

(c)    Before the appointment of a Security Agent other than the Bond Trustee, the Issuer shall be given the opportunity to state its views on the proposed Security Agent, but the final decision as to appointment shall lie exclusively with the Bond Trustee.

(d)    The functions, rights and obligations of the Security Agent may be determined by a Security Agent Agreement to be entered into between the Bond Trustee and the Security Agent, which the Bond Trustee shall have the right to require each Obligor and any other party to a Finance Document to sign as a party, or, at the discretion of the Bond Trustee, to acknowledge. The Bond Trustee shall at all times retain the right to instruct the Security Agent in all matters, whether or not a separate Security Agent Agreement has been entered into.

17.    AMENDMENTS AND WAIVERS

17.1    Procedure for amendments and waivers

(a)    The Issuer and the Bond Trustee (acting on behalf of the Bondholders) may agree to amend the Finance Documents or waive a past default or anticipated failure to comply with any provision in a Finance Document, provided that:

(b)    Any changes to these Bond Terms necessary or appropriate in connection with the appointment of a Security Agent other than the Bond Trustee shall be documented in

17.2    Authority with respect to documentation

If the Bondholders have resolved the substance of an amendment to any Finance Document, without resolving on the specific or final form of such amendment, the Bond Trustee shall be considered authorised to draft, approve and/or finalise (as applicable) any required documentation or any outstanding matters in such documentation without any further approvals or involvement from the Bondholders being required.

17.3    Notification of amendments or waivers

(a)    The Bond Trustee shall as soon as possible notify the Bondholders of any amendments or waivers made in accordance with this Clause 17, setting out the date from which the amendment or waiver will be effective, unless such notice according to the Bond Trustee’s sole discretion is unnecessary. The Issuer shall ensure that any amendment to these Bond Terms is duly registered with the CSD.

18.    MISCELLANEOUS

18.1    Limitation of claims

All claims under the Finance Documents for payment, including interest and principal, will be subject to the legislation regarding time-bar provisions of the Relevant Jurisdiction.

18.2    Access to information

(a)    These Bond Terms will be made available to the public and copies may be obtained from the Bond Trustee or the Issuer. The Bond Trustee will not have any obligation to distribute any other information to the Bondholders or any other person, and the Bondholders have no right to obtain information from the Bond Trustee, other than as explicitly stated in these Bond Terms or pursuant to statutory provisions of law.

(b)    In order to carry out its functions and obligations under these Bond Terms, the Bond Trustee will have access to the relevant information regarding ownership of the Bonds, as recorded and regulated with the CSD.

(c)    The information referred to in paragraph (b) above may only be used for the purposes of carrying out their duties and exercising their rights in accordance with the Finance Documents and shall not disclose such information to any Bondholder or third party unless necessary for such purposes.

18.3    Notices, contact information

(a)    Written notices to the Bondholders made by the Bond Trustee will be sent to the Bondholders via the CSD with a copy to the Issuer and the Exchange (if the Bonds are listed). Any such notice or communication will be deemed to be given or made via the CSD, when sent from the CSD.

(b)    The Issuer’s written notifications to the Bondholders will be sent to the Bondholders via the Bond Trustee or through the CSD with a copy to the Bond Trustee and the Exchange (if the Bonds are listed).

(c)    Notwithstanding paragraph (a) above and provided that such written notification does not require the Bondholders to take any action under the Finance Documents, the Issuer’s written notifications to the Bondholders may be published by the Bond Trustee on a relevant information platform only.

(d)    Unless otherwise specifically provided, all notices or other communications under or in connection with these Bond Terms between the Bond Trustee and the Issuer will be given or made in writing, by letter or e-mail. Any such notice or communication will be deemed to be given or made as follows:

(e)    The Issuer and the Bond Trustee shall each ensure that the other party is kept informed of changes in postal address, e-mail address and telephone and contact persons.

(f)    When determining deadlines set out in these Bond Terms, the following will apply (unless otherwise stated):

18.4    Defeasance

(a)    Subject to paragraph (b) below and provided that:

then;

(b)    The Bond Trustee shall be authorised to apply any amount credited to the Defeasance Account towards any amount payable by the Issuer under any Finance Document on the due date for the relevant payment until all obligations of the Issuer and all amounts outstanding under the Finance Documents are repaid and discharged in full.

(c)    The Bond Trustee may, if the Defeasance Amount cannot be finally and conclusively determined, decide the amount to be deposited to the Defeasance Account in its discretion, applying such buffer amount as it deems necessary.

A defeasance established according to this Clause 18.4 may not be reversed.

19.    GOVERNING LAW AND JURISDICTION

19.1    Governing law

These Bond Terms are governed by the laws of the Relevant Jurisdiction, without regard to its conflict of law provisions.

19.2    Main jurisdiction

The Bond Trustee and the Issuer agree for the benefit of the Bond Trustee and the Bondholders that the City Court of the capital of the Relevant Jurisdiction shall have jurisdiction with respect to any dispute arising out of or in connection with these Bond Terms. The Issuer agrees for the benefit of the Bond Trustee and the Bondholders that any legal action or proceedings arising out of or in connection with these Bond Terms against the Issuer or any of its assets may be brought in such court.

19.3    Alternative jurisdiction

(a)    to commence proceedings against the Issuer or any other Obligor or any of their respective assets in any court in any jurisdiction; and

(b)    to commence such proceedings, including enforcement proceedings, in any competent jurisdiction concurrently.

19.4    Service of process

(a)    Without prejudice to any other mode of service allowed under any relevant law, the Issuer:

(b)    If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Issuer must immediately (and in any event within 10 Business Days of such event taking place) appoint another agent on terms acceptable to the Bond Trustee. Failing this, the Bond Trustee may appoint another agent for this purpose.

-----000-----

ATTACHMENT 1
COMPLIANCE CERTIFICATE

                                            

[date]

Forum Energy Technologies, Inc. 10.50% senior secured USD 250,000,000 bonds 2024/2029 ISIN NO0013339036 and NO0013339044

This letter constitutes the Compliance Certificate for the period [●].

Capitalised terms used herein will have the same meaning as in the Bond Terms.

We confirm that, to the best of our knowledge, no Event of Default has occurred or is likely to occur.

Yours faithfully,

Forum Energy Technologies, Inc.

___________________

Name of authorised person

ATTACHMENT 2
RELEASE NOTICE

                                            [date]

Dear Sirs,

Forum Energy Technologies, Inc. 10.50% senior secured USD 250,000,000 bonds 2024/2029 ISIN NO0013339036 and NO0013339044

The undersigned hereby represents and warrants that (i) the Released Funds shall be applied in accordance with Section 2.3 of the Bond Terms; (ii) no Event of Default has occurred and is continuing or will result from the release of the Released Funds, and (iii) the representations and warranties made by Issuer as set out in the Bond Terms are true and accurate in all material respects as of the date hereof.

Yours faithfully,

Forum Energy Technologies, Inc.

___________________

Name of authorised person

(a)    Any share pledge in respect of the shares of any company incorporated in Scotland shall be subject to delayed perfection (meaning that the title to those shares will not be transferred to the Bond Trustee or Security Agent or its nominee) such that perfection is only required upon notice being given from the Bond Trustee to the relevant pledgor (which notice may not be given prior to the occurring of an Event of Default).

(b)    Security will be granted by the Obligors, over such types of assets or asset classes as set out under the Transaction Security or to the extent required to grant Security over any shares (ownership interests) in any company becoming an Obligor.

(c)    General statutory and customary limitations (e.g. financial assistance, corporate benefit and retention of title claims) may limit the ability of an Obligor to provide Security or guarantee without inclusion of provisions limiting the responsibility for granting full legal valid and perfected Security or guarantee, or require that such Security or guarantee is limited by an amount or otherwise.

(d)    The security and extent of its perfection and scope shall take into account the cost, work and time of providing security which (in the Security Agent's sole discretion) must be proportionate to the benefit accruing to the Secured Parties.

(e)    Obligors will not be required to give guarantees or enter into Transaction Security Documents if it would:

(f)    Transaction Security over monetary claims under insurance contracts shall exclude liability insurances and other third-party insurance.

(g)    Transaction Security shall not be taken over leasehold property where such security will require third party consent and where such consent is not, despite the Security Provider's reasonable efforts, given.

(i)    Any assets subject to pre-existing third party arrangements which are permitted by the Finance Documents or any other contractual restrictions on assignments or absence of necessary regulations, registrations or similar, and which prevent those assets from being charged, will be excluded from any relevant security document, but the relevant Obligor must use its reasonable endeavours to obtain consent to charging any such assets if the relevant asset is material.

(j)    Transaction Security Documents shall operate to create Security rather than to impose any new commercial obligations or restrictions on use of the assets in the relevant Obligor's ordinary course of business prior to an event of default (i.e. blocking, transfer of title or similar) and shall, accordingly, not contain additional or duplicate representations or undertakings to those contained in the Finance Documents unless required for the creation, perfection, effectiveness or preservation of the Transaction Security.

(k)    Guarantees and Transaction Security will not be required from or over the assets of any joint venture or similar arrangement or any company in which an Obligor holds a minority interest.

(l)    Perfection of Transaction Security will not be required if it would materially and adversely affect the ability of the relevant Obligor to conduct its operations or business in the ordinary course. Where the blocking of the bank account is required by applicable law to perfect the Transaction Security, perfection of the bank account pledge will not be required until an Event of Default has occurred which is continuing.

(m)    Transaction Security will not be enforceable until an Event of Default has occurred and is continuing and an acceleration notice has been served to the relevant debtors.

(o)    The Security Agent shall only be able to:

(a)    The Issuer shall be responsible for withholding any withholding tax imposed by applicable law on any payments to be made by or on behalf of it in relation to the Finance Documents and shall remit such amounts to the applicable taking authority. Subject to paragraph b) below, all such amounts shall be treated as having been paid to the applicable Bondholder.

(b)    If any tax (whether stated to be a tax, assessment, governmental charge or otherwise) is withheld in respect of the Bonds by or on behalf of the Issuer, the Issuer shall:

(c)    Paragraph b) shall not apply:

(d)    Any public fees levied on the trade of Bonds in the secondary market shall be paid by the Bondholders, unless otherwise provided by law or regulation, and the Issuer shall not be responsible for reimbursing any such fees.