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Schedule 1

Part 1

Part 2

Part 3

Schedule 2

Part 1

Part 2

Part 3

Schedule 3

Part 1

Part 2

Part 3

Schedule 4

Schedule 5

Schedule 6

Schedule 7

Schedule 8

Schedule 9

Part 1

Part 2

Schedule 10

Schedule 11

1.

2.

3.

4.

5.

6.

7.

8.

9.

Schedule 12

Schedule 13

Schedule 14

Schedule 15

Schedule 16

Schedule 17

Schedule 18

Part 1

Part 2

Schedule 19

Schedule 20

Definitions and Interpretation

Definitions

a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of BBB or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or Baa2 or higher by Moody’s Investors Service Limited or a comparable rating from an internationally recognised credit rating agency;

DNB (UK) Limited, any Lender or any of their Affiliates; or

any other bank or financial institution approved by the Agent.

the Agent’s spot rate of exchange; or

(if the Agent does not have an available spot rate of exchange) any other publicly available spot rate of exchange selected by the Agent (acting reasonably),

Cash;

inventory;

trade and other receivables;

property, plant and equipment,

in relation to Facility A and Facility B, the period from and including the date of this Agreement to and including:

if the first Utilisation Date has occurred, date falling one Month prior to the Termination Date applicable to Facility A and Facility B; and

if the first Utilisation Date has not occurred, 29 October 2021; and

in relation to any Incremental Facility, the period specified as such in the Incremental Facility Notice relating to that Incremental Facility.

the Base Currency Amount of its participation in any outstanding Utilisations under that Facility; and

in relation to any proposed Utilisation, the Base Currency Amount of its participation in any other Utilisations that are due to be made under that Facility on or before the proposed Utilisation Date.

in respect of any Term Rate Loan, the amount (if any) by which:

the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum in that currency to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period, or

in respect of any Compounded Rate Loan, any amount specified as such in the applicable Reference Rate Terms.

in relation to the period ending on 31 December 2021, the budget in agreed form to be delivered by the Parent to the Agent pursuant to Clause 4.1 (Initial Conditions Precedent); and

in relation to any other period, any budget delivered by the Parent to the Agent in respect of that period pursuant to Clause 25.4 (Budget).

(in relation to any date for payment or purchase of a currency other than euro) the principal financial centre of the country of that currency;

(in relation to any date for payment or purchase of euro) any TARGET Day; and

(in relation to:

any date for payment or purchase of an amount relating to a Compounded Rate Loan; or

the determination of the first day or the last day of an Interest Period for a Compounded Rate Loan, or otherwise in relation to the determination of the length of such an Interest Period),

that cash is repayable on demand;

repayment of that cash is not contingent on the prior discharge of any other indebtedness of any member of the Group or of any other person whatsoever or on the satisfaction of any other condition;

there is no Security over that cash except for Transaction Security or any Permitted Security constituted by a netting or set-off arrangement entered into by members of the Group in the ordinary course of their banking arrangements; and

the cash is freely and immediately available (A) to be used for any cross-border payments; and (B) to be applied in repayment or prepayment of the Facilities.

certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank;

any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;

commercial paper not convertible or exchangeable to any other security:

for which a recognised trading market exists;

issued by an issuer incorporated in the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State;

which matures within one year after the relevant date of calculation; and

which has a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investors Service Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

sterling bills of exchange eligible for rediscount at the Bank of England and accepted by an Acceptable Bank (or their dematerialised equivalent);

any investment in money market funds which:

have a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investors Service Limited; and

invest substantially all their assets in securities of the types described in paragraphs (a) to (d) above

any other debt security approved by the Majority Lenders,

any person or group of persons acting in concert who do not control the Group as of the date of this Agreement acquire (directly or indirectly) beneficially more than 30 per cent. of the issued voting share capital of the Parent where acting in concert means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition and/or ownership of voting shares in the Parent, to obtain or consolidate control (directly or indirectly) of the Parent provided that the persons voting in the same or consistent manner at any general meeting of the Parent will not be considered to be acting in concert by virtue only of exercising their votes in such manner;

the Parent ceasing to own and control all of the shares in Frank’s International LP B.V.;

the Parent ceasing to own and control all of the shares in Frank’s International Partners B.V.;

the Parent ceasing to own and control all of the shares in Blackhawk Group Holdings LLC; or

the Parent ceasing to own and control all of the shares in New Eagle Holdings Limited.

sterling; and

any other currency which is not a Term Rate Currency.

is, or is Scheduled to become, payable under any Finance Document; and

relates to a Compounded Rate Loan.

the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day; and

the applicable Credit Adjustment Spread.

is agreed in writing by the Parent, the Agent (in its own capacity) and the Agent (acting on the instructions of the Majority Lenders);

specifies a calculation methodology for that rate; and

has been made available to the Parent and each Finance Party.

any member of the Group or any of its advisers; or

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

information that:

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 42 (Confidential Information); or

is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and

any Funding Rate or Reference Bank Quotation.

purchases by way of assignment or transfer;

enters into any sub-participation or sub-contract in respect of; or

enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation or sub-contract in respect of,

which has failed to make its participation in a Loan available (or has notified the Agent or the Parent (which has notified the Agent) that it will not make its participation in a Loan available) by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ Participation) or which has failed to provide cash collateral (or has notified the Fronting Bank or the Parent (which has notified the Agent) that it will not provide cash collateral) in accordance with Clause 7.4 (Cash Collateral by Non-Acceptable L/C Lender and Borrower’s Option to Provide Cash Cover);

which has otherwise rescinded or repudiated a Finance Document;

which is a Fronting Bank which has failed to issue a Letter of Credit (or has notified the Agent or the Parent (which has notified the Agent) that it will not issue a Letter of Credit) in accordance with Clause 6.6 (Issue of Letters of Credit) or which has failed to pay a claim (or has notified the Agent or the Parent (which has notified the Agent) that it will not pay a claim) in accordance with (and as defined in) Clause 7.2 (Claims under a Letter of Credit); or

with respect to which an Insolvency Event has occurred and is continuing,

unless, in the case of paragraphs (a) and (c) above:

its failure to pay, or to issue a Letter of Credit, is caused by:

administrative or technical error; or

a Disruption Event and

the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

from performing its payment obligations under the Finance Documents; or

from communicating with other Parties in accordance with the terms of the Finance Documents,

air (including, without limitation, air within natural or man-made structures, whether above or below ground);

water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

land (including, without limitation, land under water).

the pollution or protection of the Environment;

the conditions of the workplace; or

the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including, without limitation, any waste.

any reportable event, as defined in section 4043 of ERISA, with respect to a Plan, as to which the PBGC has not waived, under subsection .22, .23, .25, .27 or .28 of PBGC regulation section 4043, the requirement of section 4043(a) of ERISA that it be notified of such event;

the filing of a notice of intent to terminate any Plan, if such termination would require material additional contributions in order to be considered a standard termination within the meaning of section 4041(b) of ERISA, the filing under section 4041(c) of ERISA of a notice of intent to terminate any Plan or the termination of any Plan under section 4041(c) of ERISA;

the institution of proceedings, or the occurrence of an event or condition which would reasonably be expected to constitute grounds for the institution of proceedings by the PBGC under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan;

the failure to make a required contribution to any Plan that would result in the imposition of a lien or other encumbrance or the provision of security under section 430 of the Code or section 303 or 4068 of ERISA, or the arising of such a lien or encumbrance; the failure to satisfy the minimum funding standard under section 412

the imposition of liability on Borrower, a Subsidiary of a Borrower or an ERISA Affiliate pursuant to Section 4062 or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA;

engaging in a non-exempt prohibited transaction within the meaning of section 4975 of the Code or section 406 of ERISA;

the complete or partial withdrawal of any Borrower, Subsidiary of a Borrower or any ERISA Affiliate from a Multiemployer Plan, the reorganisation or insolvency under Title IV of ERISA of any Multiemployer Plan; or the receipt by any Borrower, any Subsidiary of a Borrower or any ERISA Affiliate, of any notice, or the receipt by any Multiemployer Plan from any Borrower, Subsidiary of a Borrower or any ERISA Affiliate of any notice, that a Multiemployer Plan is in endangered or critical status under section 305 of ERISA; or

a Borrower, a Subsidiary of a Borrower or an ERISA Affiliate incurring any liability under Title IV of ERISA with respect to any Plan (other than premiums due and not delinquent under section 4007 of ERISA).

the proposed Establishment Date specified in the relevant Incremental Facility Notice; and

the date on which the Agent executes the relevant Incremental Facility Notice.

the applicable Screen Rate as of the Specified Time for euro and for a period equal in length to the Interest Period of that Loan; or

as otherwise determined pursuant to Clause 16.1 (Unavailability of Screen Rate prior to Rate Switch Date),

in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Facility A Commitment” in Part 2 or Part 3 of Schedule 1 (The Original Parties) and the amount of any other Facility A Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase); and

in relation to any other Lender, the amount in the Base Currency of any Facility A Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase),

in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Facility B Commitment” in Part 2 or Part 3 of Schedule 1 (The Original Parties) and the amount of any other Facility B Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase); and

in relation to any other Lender, the amount in the Base Currency of any Facility B Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase),

a letter of credit, substantially in the form set out in Schedule 10 (Form of Letter of Credit) or in any other form requested by the Parent and agreed by the Agent with the prior consent of the Majority Lenders and the Fronting Bank provided that if the amount of the letter of credit is below USD 500,000 (or its equivalent in other currencies), no prior consent of the Majority Lenders shall be required; or

any commercial bank guarantee, documentary letter of credit, back-to-back guarantee, performance bond, indemnity or other similar instrument issued to collateralise contractual obligations and other liabilities, such as tax, statutory or governmental obligations (but not in support of obligations constituting indebtedness for borrowed money) of the Group in the ordinary course of business, in each case, in a form requested by a Borrower (or the Parent on its behalf) and agreed by the Agent with the prior consent of the Majority Lenders and the Fronting Bank provided that if the amount of that instrument is below USD 500,000 (or its equivalent in other currencies), no prior consent of the Majority Lenders shall be required,

in respect of a Lender or Fronting Bank, the office or offices notified by that Lender or Fronting Bank to the Agent in writing on or before the date it becomes a Lender or the Fronting Bank (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement; or

in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.

sections 1471 to 1474 of the Code or any associated regulations;

any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the IRS, the US government or any governmental or taxation authority in any other jurisdiction.

in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or

in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraphs (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

any letter or letters dated on or about the date of this Agreement between the Arranger and the Obligors’ Agent (or the Agent and the Obligors’ Agent or the Security Agent and the Obligors’ Agent) setting out any of the fees referred to in Clause 17 (Fees);

any agreement setting out fees payable to a Finance Party referred to in paragraph (i) of Clause 2.3 (Increase), Clause 17.5 (Fees Payable in Respect of Letters of Credit) or under any other Finance Document; and

any agreement setting out fees payable in respect of an Incremental Facility referred to in Clause 9.4 (Restrictions on Incremental Facility Terms and fees) and Clause 9.8 (Incremental Facility fees).

the definition of “Default”;

the definition of “Material Adverse Effect”;

paragraph (a) of the definition of “Permitted Transaction”;

the definition of “Transaction Document”;

the definition of “Transaction Security Document”;

paragraph (a)(iv) of Clause 1.2 (Construction);

Clause 23 (Guarantee and Indemnity); and

Clause 28 (Events of Default) (other than paragraph (b) of Clause 28.15 (Repudiation and Rescission of Agreements) and Clause 28.21 (Acceleration))

the definition of “Secured Parties”;

paragraph (a)(i) of Clause 1.2 (Construction);

paragraph (c) of the definition of “Material Adverse Effect”;

Clause 23 (Guarantee and Indemnity);

Clause 27.36 (Further Assurance);

Clause 33 (Conduct of Business by the Finance Parties); and

Clause 42.2 (Disclosure of Confidential Information),

moneys borrowed and debit balances (including any resulting debit balances pursuant to netting arrangements) at banks or other financial institutions;

any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);

any note purchase facility or the issue of bonds (but not Trade Instruments), notes, debentures, loan stock or any similar instrument;

the amount of any liability in respect of Finance Leases;

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);

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 (but not, in any case, Trade Instruments) of an entity which is not a member of the Group which liability would fall within one of the other paragraphs of this definition;

any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the latest Termination Date of the Facilities or are otherwise classified as borrowings under the Accounting Principles;

any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 120 days after the date of supply;

any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under the Accounting Principles;

any amount of any pension related obligation of the Group under the Secured Pension Scheme that is due and payable; and

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

the Original Fronting Bank;

any Lender which has become a Party as a “Fronting Bank” pursuant to Clause 6.11 (Appointment of Additional Fronting Banks); and

any Lender which has become a Party as a “Fronting Bank” pursuant to Clause 9 (Establishment of Incremental Facilities),

it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

the Agent otherwise rescinds or repudiates a Finance Document;

(if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a), (b) or (c) of the definition of “Defaulting Lender”; or

an Insolvency Event has occurred and is continuing with respect to the Agent;

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; and

the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

in relation to a Lender which is an Incremental Facility Lender, the amount in the Base Currency set opposite its name under the heading “Incremental Facility Commitment” in the relevant Incremental Facility Notice and the amount of any other Incremental Facility Commitment relating to the relevant Incremental Facility transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and

in relation to an Incremental Facility and any other Lender, the amount in the Base Currency of any Incremental Facility Commitment relating to that Incremental Facility transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase),

any document and other evidence specified as such in the relevant Incremental Facility Notice; and

any applicable Incremental Facility Supplemental Security.

a letter of credit, substantially in the form set out in Schedule 10 (Form of Letter of Credit) or in any other form requested by the Parent and agreed by the Agent with the prior consent of the Incremental Facility Majority Lenders and the Fronting Bank under that Incremental Facility provided that if the amount of the letter of credit is below USD 500,000 (or its equivalent in other currencies), no prior consent of the Incremental Facility Majority Lenders shall be required; or

any commercial bank guarantee, documentary letter of credit, back-to-back guarantee, performance bond, indemnity or other similar instrument issued to collateralise contractual obligations and other liabilities, such as tax, statutory or governmental obligations (but not in support of obligations constituting indebtedness for borrowed money) of the Group in the ordinary course of business, in each case, in a form requested by a Borrower (or the Parent on its behalf) and agreed by the Agent with the prior consent of the Incremental Facility Majority Lenders and the Fronting Bank under that Incremental Facility provided that if the amount of that instrument is below USD 500,000 (or its equivalent in other currencies), no prior consent of the Incremental Facility Majority Lenders shall be required,

being provided later in time; or

(if the relevant Obligor’s original obligation to grant the relevant Security, guarantee, indemnity or other assurance against loss in respect of the relevant Facility was expressly subject to the Agreed Security Principles), any difference in Borrowers and resulting different application of those Agreed Security Principles.

the currency;

the Total Incremental Facility Commitments;

the Margin;

the level of commitment fee payable pursuant to Clause 17.1 (Commitment Fee) in respect of that Incremental Facility;

the Borrower(s) to which that Incremental Facility is to be made available;

the purpose(s) for which all amounts borrowed under that Incremental Facility shall be applied pursuant to Clause 3.1 (Purpose);

the Availability Period;

any Incremental Facility Conditions Precedent;

the repayment terms for that Incremental Facility for the purposes of Clause 10.1 (Repayment of Loans); and

the Termination Date,

is dissolved (other than pursuant to a consolidation, amalgamation, merger or solvent dissolution);

becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

makes a general assignment, arrangement or composition with or for the benefit of its creditors;

institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

institutes for itself or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for the appointment of an examiner (under Cyprus law), its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;

has a resolution passed for the appointment of an examiner (under Cyprus law), its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

seeks or becomes subject to the appointment of an administrative receiver, administrator, examiner (under Cyprus law), provisional liquidator, conservator, receiver, trustee, custodian, provisional liquidator, receiver and manager, controller (in the case of any appointment under Australian law, as such terms are defined in the Corporations Act) or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above);

has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (i) above; or

takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

any patents, trade marks, service marks, designs, business names, copyrights, database rights, design rights, domain names, moral rights, inventions, confidential information, knowhow and other intellectual property rights and interests (which may now or in the future subsist), whether registered or unregistered; and

the benefit of all applications and rights to use such assets of each member of the Group (which may now or in the future subsist).

the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,

an announcement, application, compromise, arrangement, managing controller, or administration as described in section 415D(1), 434J(1) or 451E(1) of the Corporations Act; or

any process which under any law with a similar purpose may give rise to a stay on, or prevention of, the exercise of contractual rights.

the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of stamp duty in any Relevant Jurisdiction may be void and defences of set-off or counterclaim;

similar principles, rights and defences under the laws of any Relevant Jurisdiction; and

mandatory provisions (lois de police) of Luxembourg or other matters which are set out as qualifications or reservations as to matters of law of general application in the Legal Opinions.

any Original Lender; and

any bank, financial institution, trust, fund or other entity which has become a Party as a “Lender” in accordance with Clause 2.3 (Increase), or Clause 9 (Establishment of Incremental Facilities) or Clause 29 (Changes to the Lenders),

the applicable Screen Rate as of the Specified Time for the currency of that Loan and for a period equal in length to the Interest Period of that Loan; or

as otherwise determined pursuant to Clause 16.1 (Unavailability of Screen Rate prior to Rate Switch Date),

(for the purposes of paragraph (a) of Clause 41.2 (Required Consents) in the context of a waiver in relation to a proposed Utilisation of Facility A or Facility B, as the case may be (other than a Utilisation on the Closing Date) of the condition in Clause 4.2 (Further Conditions Precedent)), a Lender or Lenders whose Facility A Commitments and Facility B Commitments, aggregate more than 66²/3 per cent. of the Total Facility A Commitments and Total Facility B Commitments; and

(for the purposes of paragraph (a) of Clause 41.2 (Required Consents) in the context of a waiver in relation to a proposed Utilisation of an Incremental Facility (other than a Utilisation on the Closing Date) of the condition in Clause 4.2 (Further Conditions Precedent)), the Incremental Facility Majority Lenders under that Incremental Facility; and

(in any other case), a Lender or Lenders whose Commitments aggregate more than 66²/3 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66²/3 per cent. of the Total Commitments immediately prior to that reduction).

identified in a letter between the Parent or the Obligors’ Agent and the Agent as a Mandatory Prepayment Account;

subject to Security in favour of the Security Agent which Security is in form and substance satisfactory to the Agent and Security Agent; and

from which no withdrawals may be made by any members of the Group except as contemplated by this Agreement,

in relation to any Facility A Loan, 3.75 per cent. per annum;

in relation to any Facility B Letter of Credit, the Letter of Credit Fee;

in relation to any Incremental Facility Loan or any Incremental Facility Letter of Credit, the percentage rate per annum specified as such in the Incremental Facility Notice relating to the Incremental Facility under which that Incremental Facility Loan is made or is to be made or that Incremental Facility Letter of Credit is issued or to be issued;

in relation to any Unpaid Sum relating or referable to a Facility, the rate per annum specified above for that Facility; and

in relation to any other Unpaid Sum, the highest rate specified above.

the business, operations, property or condition (financial or otherwise) of the Group taken as a whole; or

the ability of an Obligor to perform its payment obligations under the Finance Documents and/or its obligations under Clause 26.2 (Financial Condition); or

the validity or enforceability of, or the effectiveness or ranking of any Security granted or purporting to be granted pursuant to any of, the Finance Documents or the material rights or remedies of any Finance Party under any of the Finance Documents.

an Obligor; or

a wholly-owned member of the Group that holds shares in an Obligor; or

a Subsidiary of the Parent which has earnings before interest, tax, depreciation and amortisation (calculated on the same basis as EBITDA) representing five per cent. or more of EBITDA or has Assets representing five per cent. or more of the Assets of the Group, calculated on a consolidated basis.

Clause 28.1 (Non-Payment);

Clause 28.6 (Insolvency); and/or

Clause 28.7 (Insolvency Proceedings).

other than where paragraph (b) below applies:

(subject to paragraph (iii) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end; and

in relation to an Interest Period for any Loan (or any other period for the accrual of commission or fees) in a Compounded Rate Currency for which there are rules specified as “Business Day Conventions” in respect of that currency in the applicable Reference Rate Terms, those rules shall apply.

is not an Acceptable Bank within the meaning of paragraph (a) and (b) of the definition of “Acceptable Bank” (other than a Lender which the Fronting Bank has agreed is acceptable to it notwithstanding that fact);

is a Defaulting Lender; or

has failed to make (or has notified the Agent that it will not make) a payment to be made by it under Clause 7.3 (Indemnities) or Clause 32.11 (Lenders’ Indemnity to the Agent) or any other payment to be made by it under the Finance Documents to or for the account of any other Finance Party in its capacity as Lender by the due date for payment unless the failure to pay falls within the description of any of those items set out at paragraphs (i) and (ii) of the definition of “Defaulting Lender”.

in relation to the Parent,

annual audited consolidated financial statements for the financial year ending 31 December 2020;

quarterly unaudited consolidated financial statements for each financial quarter ending after 31 December 2020 and at least 60 days before the Closing Date;

in relation to Expro Holdings UK 2 Limited:

annual audited consolidated financial statements for the financial year ending 31 December 2020; and

quarterly unaudited consolidated financial statements for each financial quarter ending after 31 December 2020 and at least 60 days before the Closing Date.

an acquisition by a member of the Group of an asset sold, leased, transferred or otherwise disposed of by another member of the Group in circumstances constituting a Permitted Disposal or a Permitted Transaction;

an acquisition of shares or securities pursuant to a Permitted Share Issue;

an acquisition of securities which are Cash Equivalent Investments so long as those Cash Equivalent Investments become subject to the Transaction Security as soon as is reasonably practicable; and

an acquisition by any member of the Group for cash consideration, of (A) all or more than 50 per cent. of the voting shares or any equivalent ownership interests of any target entity or (B) a business or undertaking carried on as a going concern, but only if:

on the date a legally binding commitment is entered into to make the acquisition (the “Acquisition Commitment Date”), no Default is continuing or would occur (subject to the Permitted Acquisition Clean-Up Period) as a result of such acquisition;

on the date of completion of the acquisition, no Material Default is continuing or would occur (subject to the Permitted Acquisition Clean-Up Period) as a result of such acquisition;

the target company, business or undertaking is engaged in a business substantially the same as that carried on by the Group or complementary thereto;

if the target company will become a Material Company upon completion of the acquisition, subject to the Permitted Acquisition Clean-Up Period and to the Agreed Security Principles, it shall accede as an Additional Guarantor in accordance with Clause 31.4 (Additional Guarantors);

the target company is incorporated, organised and permanently located in a country which is not a Sanctioned Country;

assuming completion of the acquisition, the Group is in compliance with Clause 24.18 (Anti-Corruption Laws) and Clause 24.19 (Sanctions);

the target company has no material contingent or off-balance sheet liabilities other than letters of credit or guarantees issued in the ordinary course of its trading and which remain in existence at the date of the acquisition (but not incurred or increased or having their maturity date extended in contemplation of, or since that acquisition);

the target company has, after giving effect to such acquisition, no Financial Indebtedness other than as permitted pursuant to paragraph (e) of the definition of “Permitted Financial Indebtedness”;

Senior Leverage for the Relevant Period ending on the most recent Quarter Date prior to the Acquisition Commitment Date for which consolidated financial statements of the Parent have been prepared and are available is less than or equal to 2.00:1 on a pro forma basis (calculated as if the consideration for the proposed acquisition had been paid at the start of that Relevant Period, on a simple aggregated basis); and

if the consideration (including associated costs and expenses) for the acquisition of the target company and any Financial Indebtedness or other assumed actual or contingent liability, in each case remaining in the acquired company (or any such business) at the date of acquisition (such consideration, the “Total Consideration”) exceeds USD50,000,000 (or its equivalent in other currencies), the Parent shall deliver to the Agent before (or simultaneously with) completion of the acquisition copies of the executed sale and purchase agreement in connection with such acquisition, together with copies (on a reliance basis, to the extent the providers of those reports customarily extend reliance to lenders and otherwise on a non-reliance basis, for information purposes only) of third party due diligence reports it has commissioned in relation to the acquisition.

any acquisition of, or any contribution on account of existing, shares or securities in any joint venture so long as the Total Consideration (as defined in paragraph (d)(x) above) does not exceed USD30,000,000 (or its equivalent in other currencies) in any Financial Year of the Parent; and

the incorporation of a company which on incorporation becomes a member of the Group; but only if:

that company is incorporated in a jurisdiction (other than an Excluded Jurisdiction) of a member of the Group, with limited liability; and

if the shares in the company are owned by an Obligor, Security over the shares of that company, in form and substance satisfactory to the Agent, is created in favour of the Security Agent within 30 days of its incorporation.

of trading stock or cash made by any member of the Group in the ordinary course of trading of the disposing entity;

of any asset by a member of the Group to another member of the Group;

of assets (other than shares, businesses, Real Property/Intellectual Property) in exchange for other assets comparable or superior as to type, value and quality (other than an exchange of a non-cash asset for cash);

of obsolete or redundant vehicles, plant and equipment which is no longer required for the purposes of the relevant person’s business or operations for cash;

of fixed or long term assets (other than shares or business) or contractual rights (or the disposal of shares in a company whose material assets are limited to such assets and rights) where the proceeds of such disposal are committed to be used and so used within 12 Months of that disposal:

to purchase replacement fixed or long term assets or contractual rights or other fixed or long term assets or contractual rights acquired for use in the business of the Group carried on in accordance with the Finance Documents;

for the purposes of a Permitted Acquisition;

for any Capital Expenditure; or

in prepayment of the Facilities as set out in Clause 12.2 (Disposal and Insurance Proceeds);

of Cash Equivalent Investments for cash or in exchange for other Cash Equivalent Investments;

constituted by a licence of intellectual property rights permitted by Clause 27.29 (Intellectual Property) where such licence or sub-licence is entered into in the ordinary course of trading;

arising as a result of any Permitted Security;

arising as a result of any Permitted Factoring;

of assets (other than shares) for cash where the higher of the market value and net consideration received does not exceed USD15,000,000 (or its equivalent in other currencies) for each such sale, lease, licence, transfer or other disposal and (when aggregated with the higher of the market value and net consideration received for any other sale, lease, licence, transfer or other disposal not allowed under the preceding paragraphs or as a Permitted Transaction) does not exceed USD25,000,000 (or its equivalent in other currencies) in total in any Financial Year of the Parent; and

any disposal of assets (including any shares in or business, undertakings or divisions of any member of the Group, but excluding a disposal constituting a Change of Control), provided that:

at the time the relevant member of the Group legally commits to the disposal of such asset, no Default has occurred and is continuing or would occur as a result of such disposal;

any such disposal is for fair market value (and if the disposal proceeds are in excess of USD75,000,000 (or its equivalent in other currencies) as determined by a reputable third party independent financial adviser or expressly confirmed (without qualification) by the annual impairment review process conducted by the Parent’s Auditors in connection with the preparation of the Annual Financial Statements) with at least 75 per cent. of the consideration for such disposal consisting of Cash at the time of such disposal; and

the Disposal Proceeds of such disposal received by the Group are applied in prepayment of the Facilities, as required pursuant to Clause 12.2 (Disposal and Insurance Proceeds).

arising under any Finance Documents and any Subordinated Loan Documents;

to the extent covered by a Letter of Credit or other letter of credit, bond, guarantee or indemnity issued under the Facilities;

arising under a foreign exchange transaction for spot or forward delivery entered into in connection with protection against fluctuation in currency rates where that foreign exchange exposure arises in the ordinary course of trade or pursuant to any Hedging Agreement, but not a foreign exchange transaction for investment or speculative purposes;

arising under a Permitted Loan or a Permitted Guarantee or as permitted by Clause 27.32 (Treasury Transactions);

of any person acquired by a member of the Group after the date of this Agreement in accordance with paragraph (d) of the definition of “Permitted Acquisition”, which is:

incurred under arrangements in existence at the date of acquisition, but not incurred or increased or having its maturity date (howsoever defined) extended in contemplation of, or since, that acquisition; and

outstanding only for a period of six Months following the date of acquisition, provided that this paragraph (e)(ii) shall not apply to (x) any existing letters of credit and/or guarantees issued on behalf the acquired person in its day-to-day business, (y) any existing Finance Leases, and (z) any other debt of that acquired person which when aggregated with the debt of any other person acquired pursuant to paragraph (d) of the definition of “Permitted Acquisition” and outstanding in reliance of this sub-paragraph (e)(ii)(z), does not exceed in aggregate an amount of USD50,000,000 (or its equivalent in other currencies) during the term of the Facilities, and which, in each case, may remain in place;

incurred or established on an unsecured basis, being structurally subordinated to, or pari passu with, the indebtedness under the Facilities, by a member of the Group to finance a Permitted Acquisition in an amount not exceeding USD20,000,000 (or its equivalent in other currencies) in any Financial Year of the Parent;

arising pursuant to the Pension Agreement, the Secured Pension Scheme and pensions legislation, in each case in existence at the date of this Agreement (and not increased after the date of this Agreement);

arising from any unsecured export financing arrangements on normal commercial terms, provided that the aggregate amount outstanding under such arrangements does not exceed USD25,000,000 (or its equivalent in other currencies or currencies) in any Financial Year of the Parent;

arising under any netting arrangement entered into in the ordinary course of banking arrangements for the purpose of netting debit and credit balances of members of the Group;

arising under the intercompany accounts clearing agreement dated 31 March 2015 between Exploration and Production Services (Holdings) Limited and certain members of the Group as listed therein;

arising under the Existing Guarantees, provided that such Existing Guarantees shall not be increased nor have their expiry date extended in contemplation of the entry into, or after the date of, this Agreement and provided further that, within 180 days from the Closing Date, all Existing Guarantees which are indicated to be rolled-over in Schedule 15 (Existing Guarantees), shall be cancelled and Rollover Letters of Credit be issued in accordance with the terms of this Agreement;

arising under any Permitted Factoring;

arising under any Finance Lease or vendor finance provided that the aggregate capital value of all such items so leased under outstanding Finance Leases or Financial Indebtedness that constitutes vendor finance, incurred by members of the Group does not exceed USD 50,000,000 (or its equivalent in other currencies) in any Financial Year of the Parent; and

arising under Local Facilities provided to members of the Group which are not Obligors (whether on secured (other than with assets of any Obligor and/or which are subject to Transaction Security) or unsecured basis) in an aggregate amount of USD25,000,000 (or its equivalent in other currencies) in any Financial Year of the Parent;

arising under the overdraft facilities agreement dated 21 September 2018 between, among others, Expro Holdings UK 4 Limited, Exploration and Production Services (Holdings) Limited, Expro North Sea Limited and certain other Subsidiaries of the Parent and HSBC Bank plc; and

not permitted by the preceding paragraphs or as a Permitted Transaction and the outstanding principal amount of which does not exceed USD50,000,000 (or its equivalent in other currencies) in aggregate for the Group in any Financial Year of the Parent.

any guarantee provided in favour of the Secured Pension Scheme pursuant to Clause 23 (Guarantee and Indemnity) up to a maximum aggregate amount (which includes, but shall not be limited to, any accrued interest, late payments, fees, costs and expenses or other similar charges) of GBP33,000,000 (or its equivalent in other currencies), which amount shall be reduced accordingly if payments have been made to the Pension Trustee of the Secured Pension Scheme pursuant to and in accordance with the terms of the Intercreditor Agreement and any other guarantees (including, but not limited, to Pensions Guarantees) provided in respect of the Financial Indebtedness permitted pursuant to paragraph (g) of the definition of “Permitted Financial Indebtedness”;

the endorsement of negotiable instruments in the ordinary course of trade;

any performance or similar bond guaranteeing performance by a member of the Group under any contract entered into on normal commercial terms and in the ordinary course of trade;

any guarantee permitted under Clause 27.22 (Financial Indebtedness);

any guarantee, indemnity or counter-indemnity arising under any Finance Document;

any guarantees issued in the ordinary course of its trade by any company acquired by a member of the Group in accordance with paragraph (d) of the definition of “Permitted Acquisition”;

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

any indemnity given in the ordinary course of the documentation of an acquisition or disposal transaction which is a Permitted Acquisition or Permitted Disposal which indemnity is in a customary form and subject to customary limitations.

any trade credit extended by any member of the Group to its customers on normal commercial terms and in the ordinary course of its trading activities;

Financial Indebtedness which is referred to in the definition of, or otherwise constitutes, Permitted Financial Indebtedness (except under paragraph (d) of that definition);

subject to paragraph (j) below, a loan made to a Joint Venture;

a loan made by an Obligor (other than the Parent) to another Obligor (other than the Parent) or made by a member of the Group which is not an Obligor to another member of the Group which is an Obligor (other than the Parent);

any loan made by an Obligor (other than the Parent) to a member of the Group which is not an Obligor;

any loans made by a member of the Group to another member of the Group (other than any loans between Obligors);

[reserved];

any loans made by any Obligor, as registered with central banks or other governmental authorities of countries with currency restrictions, solely for the purpose of creating a conduit for cash repatriation to the relevant Obligor(s);

any Structural Intra-Group Loan;

a loan made by a member of the Group to a director, officer or senior employee of any member of the Group if the amount of that loan when aggregated with (i) the amount of all loans to directors, officers or senior employees by members of the Group and (ii) the amount of the loans made pursuant to paragraph (c) above, does not exceed USD30,000,000 (or its equivalent in other currencies) in any Financial Year of the Parent,

the creditor of any such Financial Indebtedness shall (if it is an Obligor) grant security (or shall procure that such security is granted) over its rights in respect of such Financial Indebtedness in favour of the Secured Parties on terms acceptable to the Agent (acting on the instructions of the Majority Lenders); and

to the extent required by the Intercreditor Agreement, the creditor and (if the debtor is a member of the Group) the debtor of any such Financial Indebtedness (to the extent such Financial Indebtedness exceeds (whether on an individual basis or pursuant to a series of related transactions) USD1,000,000 (or its equivalent in any other currency) at any time) are or become party to the Intercreditor Agreement as an Intra-Group Lender and a Debtor (as defined, in each case, in the Intercreditor Agreement) respectively.

any Security arising under the Finance Documents;

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 member of the Group;

the netting arrangements referred to under paragraph (i) of the definition of “Permitted Financial Indebtedness” provided that the extent of all security under such arrangements is limited to the account balances with the relevant bank which are the subject of such arrangements and any lien arising under the general terms and conditions of banks with whom any member of the Group maintains a banking relationship in the ordinary course of business;

any payment or close-out netting or set-off arrangement pursuant to any Treasury Transaction or foreign exchange transaction entered into by a member of the Group which constitutes Permitted Financial Indebtedness, excluding any Security or Quasi-Security under a credit support arrangement;

any Security or Quasi-Security over or affecting any asset acquired by a member of the Group after the date of this Agreement if:

the Security or Quasi-Security was not created in contemplation of the acquisition of that asset by a member of the Group;

the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a member of the Group; and

the Security or Quasi-Security is removed or discharged within six Months of the date of acquisition of such asset, except if such Security or Quasi-Security is provided in connection with the Financial Indebtedness as referred to in paragraph (e)(ii) of the definition of “Permitted Financial Indebtedness”;

any Security or Quasi-Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security or Quasi-Security is created prior to the date on which that company becomes a member of the Group if:

the Security or Quasi-Security was not created in contemplation of the acquisition of that company;

the principal amount secured has not increased in contemplation of or since the acquisition of that company; and

the Security or Quasi-Security is removed or discharged within six Months of that company becoming a member of the Group, except if such Security or Quasi-Security is provided in connection with the Financial Indebtedness as referred to in paragraph (e)(ii) of the definition of “Permitted Financial Indebtedness”;

any Security or Quasi-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 member of the Group 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 member of the Group;

any Quasi-Security arising as a result of a disposal which is a Permitted Disposal;

any Security or Quasi-Security arising as a consequence of any Financial Indebtedness permitted pursuant to paragraph (m) of the definition of “Permitted Financial Indebtedness”;

any Security or Quasi-Security arising as a consequence of any Financial Indebtedness permitted pursuant to paragraph (g) of the definition of “Permitted Financial Indebtedness”;

any Security or Quasi-Security arising as a consequence of any Local Facilities permitted pursuant to paragraph (n) of the definition of “Permitted Financial Indebtedness”;

(i) any cash collateral securing the Existing Guarantees as reflected in Schedule 15 (Existing Guarantees), provided that to the extent any Existing Guarantees indicated to be rolled-over in Schedule 15 (Existing Guarantees) have been cancelled and replaced with Rollover Letters of Credit, the cash collateral in respect of such cancelled Existing Guarantees (if any) shall be concurrently, irrevocably and unconditionally released by the issuing bank of such cancelled Existing Guarantees; and (ii) any cash collateral provided in respect of a Letter of Credit provided pursuant to this Agreement; or

any liens for Taxes, assessments or other governmental charges or levies up to an aggregate amount of USD5,000,000 (or its equivalent in other currencies) not yet delinquent by more than 30 days or which are being contested in good faith and are not frivolous pursuant to the terms of Clause 27.7 (Taxation); or

any 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 member of the Group other than any permitted under paragraphs (a) to (m) above) does not exceed USD50,000,000 (or its equivalent in other currencies).

any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Security or Quasi-Security given, or other transaction arising, under the Finance Documents;

the solvent liquidation or reorganisation (including any amalgamation, demerger, merger, consolidation or corporate reconstruction) of any member of the Group which is not an Obligor so long as any payments or assets distributed as a result of such liquidation or reorganisation are distributed to other members of the Group;

transactions (other than (i) any sale, lease, license, transfer or other disposal, (ii) the granting or creation of Security or the incurring or permitting to subsist of Financial Indebtedness and (iii) for the avoidance of doubt, any transactions made with, for or in respect of, any Joint Venture) conducted in the ordinary course of trading on arm’s length terms; or

the solvent liquidation or reorganisation (including any amalgamation, demerger, merger, consolidation or corporate reconstruction) of any member of the Group (other than the Parent or any of its direct Subsidiaries whose shares are the subject of Transaction Security) so long as any payments, shares or assets distributed as a result of such liquidation or reorganisation are distributed to Obligors and if any share or other assets are subject to Transaction Security, substantially equivalent Security must be granted over such shares or assets of the recipient such that they form part of the Transaction Security.

LIBOR; or

in relation to any Loan in euro, EURIBOR.

(if the currency is sterling), the first day of that period;

(if the currency is euro), two TARGET Days before the first day of that period; or

(for any other currency), two Business Days before the first day of that period,

any freehold, leasehold or immovable property; and

any buildings, fixtures, fittings, fixed plant or machinery from time to time situated on or forming part of that freehold, leasehold or immovable property.

the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Reference Banks:

in relation to LIBOR as either:

if:

the Reference Bank is a contributor to the applicable Screen Rate; and

it consists of a single figure,

in any other case, the rate at which the relevant Reference Bank could fund itself in the relevant currency for the relevant period with reference to the unsecured wholesale funding market; or

in relation to EURIBOR:

(other than where paragraph (B) below applies) as the rate at which the relevant Reference Bank believes one prime bank is quoting to another prime bank for interbank term deposits in euro within the Participating Member States for the relevant period; or

if different, as the rate (if any and applied to the relevant Reference Bank and the relevant period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator.

is agreed in writing by the Company, the Agent (in its own capacity) and the Agent (acting on the instructions of the Majority Lenders);

specifies for that currency the relevant terms which are expressed in this Agreement to be determined by reference to Reference Rate Terms;

specifies whether that currency is a Compounded Rate Currency or a Term Rate Currency; and

has been made available to the Company and each Finance Party.

a currency;

a Loan or an Unpaid Sum in that currency;

an Interest Period for that Loan or Unpaid Sum (or other period for the accrual of commission or fees in a currency); or

any term of this Agreement relating to the determination of a rate of interest in relation to such a Loan or Unpaid Sum,

its Original Jurisdiction;

any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated;

any jurisdiction where it conducts its business; and

the jurisdiction whose laws govern the perfection of any of the Transaction Security Documents entered into by it.

subject to paragraph (b) below:

in relation to euro, the European interbank market; and

in relation to any other currency, the London interbank market; and

in relation to a Compounded Rate Currency, the market specified as such in the applicable Reference Rate Terms.

each of the Obligors and each other member of the Group; and

each of the directors, officers and employees of the persons referred to in paragraph (a) above.

issued or to be issued on the same day that an Existing Guarantee is cancelled;

the aggregate amount of which is equal to or less than the amount of the cancelled Existing Guarantee;

in the same currency as the cancelled Existing Guarantee; and

made or to be made to the same beneficiary as under, and for the same purpose as, the cancelled Existing Guarantee.

made or to be made on the same day that:

a maturing Loan is due to be repaid; or

a demand by the Agent pursuant to a drawing in respect of a Letter of Credit is due to be met;

the aggregate amount of which is equal to or less than the amount of the maturing Loan or the relevant claim in respect of that Letter of Credit;

in the same currency as the maturing Loan (unless it arose as a result of the operation of Clause 8.2 (Unavailability of a Currency)) or the relevant claim in respect of that Letter of Credit; and

made or to be made to the same Borrower for the purpose of:

refinancing that maturing Loan; or

satisfying the relevant claim in respect of that Letter of Credit.

the lists of designations and/or targets under Sanctions Laws and Regulations maintained by any Sanctions Authority; and/or

any other designation or target under Sanctions Laws and Regulations listed and/or adopted by a Sanctions Authority,

listed on any Sanctions List or targeted by Sanctions Laws and Regulations (whether designated by name or by reason of being included in a class of person); or

operating in, located in, organised in, or incorporated under, the laws of any Sanctioned Country; or

directly or indirectly owned or controlled by, or acting on behalf, at the direction or for the benefit of, a person referred to in paragraph (a) and/or (to the extent relevant under Sanctions Laws and Regulations) paragraph (b) above, including, without limitation, a person that is deemed by any Sanctions Authority to be a sanctions target based on the ownership of such legal entity by Sanctions Restricted Person(s).

in relation to LIBOR, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant currency and period displayed (before any correction, recalculation or republication by the administrator) on pages LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate); and

in relation to EURIBOR, the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate),

in relation to Facility A and Facility B, the date falling 36 Months after the Closing Date; and

in relation to an Incremental Facility, the date specified as such in the Incremental Facility Notice relating to that Incremental Facility.

euro; and

any currency specified as such in a Reference Rate Supplement relating to that currency,

the applicable Primary Term Rate as of the Quotation Time or period equal in length to the Interest Period of that Loan; or

as otherwise determined pursuant to Clause 16.1 (Unavailability of Screen Rate prior to Rate Switch Date),

the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.

a Borrower which is resident for tax purposes in the US; or

an Obligor some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

any value added tax imposed by the Value Added Tax Act 1994;

any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

any other tax of a similar nature, whether imposed in the United Kingdom or in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraphs (a) or (b) above, or imposed elsewhere.

Construction

Unless a contrary indication appears, a reference in this Agreement to:

the “Agent”, the “Arranger”, any “Finance Party”, any “Hedge Counterparty”, any “Fronting Bank”, any “Lender”, any “Obligor”, any “Party”, any “Secured Party”, the “Security Agent” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents and, in the case of the Security Agent, any person for the time being appointed as Security Agent or Security Agents in accordance with the Finance Documents;

a document in “agreed form” is a document which is previously agreed in writing by or on behalf of the Parent and the Agent or, if not so agreed, is in the form specified by the Agent;

“assets” includes present and future properties, revenues and rights of every description;

a “Finance Document” or a “Transaction Document” or any other agreement or instrument is a reference to that Finance Document or Transaction Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

a “group of Lenders” includes all the Lenders;

“guarantee” means (other than for the purposes of the definition of “Letter of Credit” and in Clause 23 (Guarantee and Indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

the “Interest Period” of a Letter of Credit shall be construed as a reference to the Term of that Letter of Credit;

a Lender’s “cost of funds” in relation to its participation in a Loan is a reference to the average cost (determined either on an actual or a notional basis) which that Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in that Loan for a period equal in length to the Interest Period of that Loan;

a Lender’s “participation” in relation to a Letter of Credit, shall be construed as a reference to the relevant amount that is or may be payable by a Lender in relation to that Letter of Credit;

a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership, any governmental or other entity (whether or not having separate legal personality);

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law, but if not having the force of law, being one with which it is the practice of the relevant person to comply) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

a Utilisation made or to be made to a Borrower includes a Letter of Credit issued on its behalf;

a provision of law is a reference to that provision as amended or re-enacted; and

a time of day is a reference to London time.

The determination of the extent to which a rate is “for a period equal in length” to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

Section, Clause and Schedule headings are for ease of reference only.

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

A Borrower providing “cash cover” or “cash collateral” (as such terms are used interchangeably in this Agreement) for a Letter of Credit means a Borrower paying an amount in the currency of the Letter of Credit to an interest-bearing account in the name of that Borrower and the following conditions being met:

the account is with the Fronting Bank for which that cash cover is to be provided;

subject to paragraph (b) of Clause 7.6 (Regulation and Consequences of Cash Cover Provided by Borrower), until no amount is or may be outstanding under that Letter of Credit, withdrawals from the account may only be made to pay the relevant Finance Party amounts due and payable to it under this Agreement in respect of that Letter of Credit; and

that Borrower has executed a security document over that account, in form and substance satisfactory to the Finance Party with which that account is held, creating a first ranking security interest over that account.

A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been waived.

A Borrower “repaying” or “prepaying” a Letter of Credit means:

that Borrower providing cash cover for that Letter of Credit;

the maximum amount payable under the Letter of Credit being reduced or cancelled in accordance with its terms; or

the Fronting Bank being satisfied that it has no further liability under that Letter of Credit,

An amount borrowed includes any amount utilised by way of Letter of Credit.

A Lender funding its participation in a Utilisation includes a Lender participating in a Letter of Credit.

Amounts outstanding under this Agreement include amounts outstanding under or in respect of any Letter of Credit.

An outstanding amount of a Letter of Credit at any time is the maximum amount that is or may be payable by the relevant Borrower in respect of that Letter of Credit at that time.

A Borrower’s obligation on Utilisations becoming “due and payable” includes the Borrower repaying any Letter of Credit in accordance with paragraph (g) above.

Where the Agent is referred to in this Agreement as acting “reasonably” or in a “reasonable” manner or coming to an opinion or determination that is “reasonable” (or any similar or analogous wording is used), unless it is not required to do so, this shall mean that the Agent shall, where it has in fact sought such instructions, be acting or coming to an opinion or determination on the instructions of the Majority Lenders (or any relevant group of Lenders) acting or coming to an opinion or determination on the instructions of the Majority Lenders (or any relevant group of Lenders) acting reasonably and that the Agent shall be under no obligation to determine the reasonableness of such instructions from the Majority Lenders (or any relevant group of Lenders) or whether in giving such instructions the Majority Lenders are acting in a reasonable manner.

No Default or Event of Default or breach of any representation, warranty, undertaking or other terms of a Finance Document will arise in respect of any monetary threshold being exceeded merely as the result of a subsequent change in the USD equivalent of an amount that has been converted into USD for the purpose of calculating such monetary threshold which is due to fluctuations in the exchange rate since the date on which such amount was first converted into USD (and such USD equivalent shall be calculated at the date the relevant member of the Group is making a commitment, incurring or making the relevant disposal, acquisition, investment, lease, loan, debt or guarantee or taking any other relevant action).

A reference in this Agreement to a page or screen of an information service displaying a rate shall include:

any replacement page of that information service which displays that rate; and

the appropriate page of such other information service which displays that rate from time to time in place of that information service,

A reference in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate.

Any Reference Rate Supplement relating to a currency overrides anything relating to that currency in:

Schedule 18 (Reference Rate Terms); or

any earlier Reference Rate Supplement,

A Compounding Methodology Supplement relating to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate overrides anything relating to that rate in:

Schedule 19 (Daily Non-Cumulative Compounded RFR Rate) or Schedule 20 (Cumulative Compounded RFR Rate), as the case may be; or

any earlier Compounding Methodology Supplement.

Any reference in this Agreement or any other Finance Document to a merger, transfer, conveyance, disposal, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, corporation or partnership, or an allocation of assets to a series of limited liability companies, partnerships or corporations (or the unwinding of such a division or allocation), as if it were a merger, transfer, disposal, conveyance, consolidation, amalgamation, consolidation, assignment, sale or transfer, or similar term, as applicable, to, of or with a separate person. Any division of a limited liability company, corporation or partnership shall be deemed to constitute the formation of a separate person, and any such division shall constitute a separate person hereunder and under the other Finance Documents (and each division of any limited liability company that is a Subsidiary, Joint Venture or any other like term shall also constitute such a person or entity).

Currency Symbols and Definitions

Third Party Rights

Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or enjoy the benefit of any term of this Agreement.

Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

The Pension Trustee may, subject to this Clause 1.4 and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.

Calculation of Commitments

Guernsey Terms

In this Agreement and each other Finance Document, a reference to:

“any analogous procedure or step” includes, without limitation, the commencement of proceedings to declare the assets or affairs of an Obligor to be en etat de désastre and/or the commencement of proceedings for the making of a preliminary vesting order in respect of any immovable property of an Obligor in saisie proceedings; and

“Security” or “security interest” includes, without limitation, any hypothecation howsoever arising and any security interest created pursuant to the Security Interests (Guernsey) Law, 1993.

Notwithstanding the provisions of Clause 23.5 (Guarantor Intent) and Clause 23.6 (Immediate Recourse), each Guarantor hereby irrevocably waives and abandons any right it has or may at any time have under the existing or future laws of Guernsey pursuant to the principle of “droit de discussion” or otherwise to require that recourse be had to the assets of any other person before any action is taken hereunder against it and further irrevocably waives and abandons any right it has or may have at any time under the existing or future laws of Guernsey pursuant to the principle of “droit de division” or otherwise to require that any person be made a party to any proceedings or that its liability be divided or apportioned with any person or reduced in any manner whatsoever.

Dutch Terms

“the Netherlands” means the European part of the Kingdom of the Netherlands and Dutch means in or of the Netherlands;

“works council” means each works council (ondernemingsraad) or central or group works council (centrale of groeps ondernemingsraad) within the meaning of the Works Councils Act of the Netherlands (Wet op de ondernemingsraden) having jurisdiction over that person;

a “necessary action to authorise” includes any action required to comply with the Works Councils Act of the Netherlands (Wet op de ondernemingsraden), followed by a neutral or positive advice (advies) from the works council of that person which, if conditionally contains, conditions which can reasonably be complied with and would not cause and are not reasonably likely to cause a breach of any term of any Transaction Document;

“financial assistance” includes any act contemplated by Section 2:98c of the Dutch Civil Code;

“constitutional documents” means the articles of association (statuten) and deed of incorporation (akte van oprichting) and an up-to-date extract of registration of the Trade Register of the Dutch Chamber of Commerce;

a “security interest” or “security” includes any mortgage (hypotheek), pledge (pandrecht), retention of title arrangement (eigendomsvoorbehoud), right of retention (recht van retentie), right to reclaim goods (recht van reclame) and any right in rem (beperkt recht) created for the purpose of granting security (goederenrechtelijke zekerheid);

a “winding-up”, “administration” or “dissolution” includes declared bankrupt (failliet verklaard) or dissolved (ontbonden);

a “moratorium” includes (voorlopige) surseance van betaling and a “moratorium is declared” includes (voorlopige) surseance verleend;

any “procedure or step” taken in connection with insolvency proceedings includes that person having filed a notice under Section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990) or Section 60 of the Social Insurance Financing Act of the Netherlands (Wet Financiering Sociale Verzekeringen) in conjunction with Section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990);

a “liquidator”, “receiver”, “administrative receiver”, “administrator”, “compulsory manager” or “other similar officer” includes a curator, a beoogd curator, a bewindvoerder, a beoogd bewindvoerder, a herstructureringsdeskundige or an observatory;

a “reorganisation” in the context of insolvency or insolvency proceedings includes statutory proceedings for the restructuring of debt (akkoordprocedure) under the Dutch Bankruptcy Act (Faillissementswet);

a “composition” includes an akkoord within the meaning the Dutch Bankruptcy Act (Faillissementswet); and

an “attachment” includes a beslag.

Hungarian Terms

a “winding-up”, “administration”, “liquidation”, “bankruptcy” or “dissolution” includes the filing of a petition for a bankruptcy (“csődeljárás“), liquidation, (“felszámolási eljárás“), involuntary de-registration procedure (“kényszertörlési eljárás“) or solvent liquidation (“végelszámolási eljárás“);

the term “administrator”, “liquidator”, “provisional liquidator” “receiver”, “administrative receiver”, “compulsory manager”, “bankruptcy trustee” or “supervisor” includes any and each of these: “felszámoló”, “vagyonfelügyelő”, “ideiglenes vagyonfelügyelő”, “végelszámoló” or other similar officer;

being “insolvent” includes being “fizetésképtelen” or being in imminent insolvency “fizetésképtelenséggel fenyegető helyzet”;

a “moratorium” includes “moratórium”, “ideiglenes fizetési haladék” or “fizetési haladék”;

“creditors’ process” means a court enforcement procedure (bírósági végrehajtás) or an out-of-court enforcement procedure (bíróságon kívüli végrehajtás);

“expropriation”, “attachment”, “sequestration”, “distress”, “execution” or any analogous process all forms of “bírósági végrehajtás” (including “foglalás”, “zár alá vétel”) or “kisajátítás”;

a “lien”, “security” or “security interest” includes “zálog”, “kézi zálog”, “jelzálog”, “óvadék”, “kezesség”, “garancia”, “biztositéki biztosítéki célú engedményezés”, “biztosítéki célú vételi jog” and any other type of security in rem or agreement having a similar effect and any transfer of title by way of security;

“constitutional documents” include its up-to-date (restated) articles of association (társasági szerződés), deed of foundation (alapító okirat) or members list (tagjegyzék), if available;

“corporate reconstruction” includes “társaság működési formájának megváltoztatása”, “egyesülés”, “átalakulás” and “szétválás”; and

the term “share” or “share capital” includes quotas or business quotas (üzletrész) of a Hungarian limited liability company (Kft., or korlátolt felelősségű társaság) and other equivalent ownership interests and “shareholder” shall be construed accordingly.

Luxembourg Terms

a “winding-up”, “administration”, “reorganisation”, “insolvency” or “dissolution” includes bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de faillite), moratorium or suspension of payments (sursis de paiement); controlled management (gestion contrôlée) and general settlement with creditors, reorganisation or similar laws affecting the rights of creditors generally;

a “receiver”, “administrative receiver”, “administrator”, “trustee”, “custodian” or similar “officer” includes a juge délégué, commissaire, juge-commissaire, mandataire ad hoc administrateur provisoire, liquidateur or curateur;

a “lien” or “security interest” includes any hypothéque, nantissement, gage, privilège, sûreté réelle, droit de rétention, promesse and any type of security in rem (sûreté réelle) or agreement or arrangement having a similar effect and any transfer of title (transfert à titre de garantie) by way of security;

a “guarantee” includes any guarantee which is independent from the debt to which it relates and excludes any suretyship (cautionnement) within the meaning of articles 2011 and seq. of the Luxembourg Civil Code;

a person being “unable to pay its debts” includes that person being in a state of cessation of payments (cessation de paiements) or which has lost its creditworthiness (ébranlement de crédit);

“constitutional documents” includes its up-to-date (restated) articles of association (statuts coordonnés);

a “director” and/or a “manager” includes a gérant or an administrateur; and

an “attachment” includes a saisie.

Australian Banking Code of Practice

The Facilities

The Facilities

Subject to the terms of this Agreement, the Lenders make available:

a multicurrency revolving loan facility in an aggregate amount the Base Currency Amount of which is equal to the Total Facility A Commitments; and

a multicurrency letter of credit facility in an aggregate amount the Base Currency Amount of which is equal to the Total Facility B Commitments.

Facility A and Facility B will be available to all the Borrowers.

Incremental Facilities

Increase

The Parent may by giving prior notice to the Agent by no later than the date falling five Business Days after the effective date of a cancellation of:

the Available Commitments of a Defaulting Lender in accordance with Clause 11.7 (Right of Cancellation in Relation to a Defaulting Lender); or

the Commitments of a Lender in accordance with:

Clause 11.1 (Illegality); or

paragraph (a) of Clause 11.5 (Right of Cancellation and Repayment in Relation to a Single Lender or Issuing Bank),

the increased Commitments will be assumed by one or more Eligible Institutions (each an “Increase Lender”) each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender in respect of those Commitments;

each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender in respect of that part of the increased Commitments which it is to assume;

each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender in respect of that part of the increased Commitments which it is to assume;

the Commitments of the other Lenders shall continue in full force and effect; and

any increase in the Commitments relating to a Facility shall, subject to the conditions set out in paragraphs (g) and (h) below, take effect on the date specified by the Parent in the notice referred to above or any later date on which the Agent executes an otherwise duly completed Increase Confirmation delivered to it by the relevant Increase Lender.

The Agent shall, subject to paragraph (c) below, as soon as reasonably practicable after receipt by it of a duly completed Increase Confirmation appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Increase Confirmation.

The Agent shall only be obliged to execute an Increase Confirmation delivered to it by an Increase Lender once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender.

An increase in the Commitments relating to a Facility will only be effective if the Increase Lender enters into the documentation required for it to accede as a party to the Intercreditor Agreement.

The consent of the Fronting Bank is required for an increase in the Total Facility B Commitments.

Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as it would have been had it been an Original Lender.

The Parent shall promptly on demand pay the Agent and the Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.3.

The Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 29.4 (Assignment or Transfer Fee) if the increase was a transfer pursuant to Clause 29.6 (Procedure for Transfer) and if the Increase Lender was a New Lender.

The Obligors’ Agent may pay, or cause to be paid, to the Increase Lender a fee in the amount and at the times agreed between the Obligors’ Agent and the Increase Lender in a Fee Letter.

Neither the Agent nor any Lender shall have any obligation to find an Increase Lender and in no event shall any Lender whose Commitment is replaced by an Increase Lender be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents.

Clause 29.5 (Limitation of Responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.3 in relation to an Increase Lender as if references in that Clause to:

an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase;

the “New Lender” were references to that “Increase Lender”; and

a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Finance Parties’ Rights and Obligations

The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other amount owed by an Obligor which relates to a Finance Party’s participation in a Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to that Finance Party by that Obligor.

A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

Obligors’ Agent

Each Obligor (other than the Obligors’ Agent) by its execution of this Agreement or an Accession Deed irrevocably appoints, to the extent legally permissible, Expro Holdings UK 2 Limited (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

Expro Holdings UK 2 Limited on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests and Selection Notices), to agree to any Incremental Facility Terms and to deliver any Incremental Facility Notice, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to Expro Holdings UK 2 Limited,

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

Lender Affiliates and Facility Office

In respect of a Utilisation to a particular Borrower (a “Designated Utilisation”) a Lender (a “Designating Lender”) may at any time and from time to time designate (by written notice to the Agent and the Parent):

a substitute Facility Office from which it will make Designated Utilisations (a “Substitute Facility Office”); or

nominate an Affiliate to act as the Lender of Designated Utilisations (a “Substitute Affiliate Lender”).

A notice to nominate a Substitute Affiliate Lender must be in the form set out in Schedule 17 (Form of Substitute Affiliate Lender Designation Notice) and be countersigned by the relevant Substitute Affiliate Lender confirming it will be bound as a Lender under this Agreement and the Intercreditor Agreement in respect of the Designated Utilisations in respect of which it acts as Lender.

The Designating Lender will act as the representative of any Substitute Affiliate Lender it nominates for all administrative purposes under this Agreement. The Obligors, the Agent, the Security Agent and the other Finance Parties will be entitled to deal only with the Designating Lender, except that payments will be made in respect of Designated Utilisations to the Facility Office of the Substitute Affiliate Lender. In particular the Commitments of the Designating Lender will not be treated as reduced by the introduction of the Substitute Affiliate Lender for voting purposes under this Agreement or the other Finance Documents.

Save as mentioned in paragraph (c) above, a Substitute Affiliate Lender will be treated as a Lender for all purposes under the Finance Documents and having a Commitment equal to the principal amount of all Designated Utilisations in which it is participating if and for so long as it continues to be a Substitute Affiliate Lender under this Agreement.

A Designating Lender may revoke its designation of an Affiliate as a Substitute Affiliate Lender by notice in writing to the Agent and the Parent provided that such notice may only take effect when there are no Designated Utilisations outstanding to the Substitute Affiliate Lender. Upon such Substitute Affiliate Lender ceasing to be a Substitute Affiliate Lender the Designating Lender will automatically assume (and be deemed to assume without further action by any Party) all rights and obligations previously vested in the Substitute Affiliate Lender.

If a Designating Lender designates a Substitute Facility Office or Substitute Affiliate Lender in accordance with this Clause:

any Substitute Affiliate Lender shall be treated for the purposes of paragraph (d)(i) of Clause 18.2 (Tax Gross-up) as having become a Lender on the date of this Agreement; and

the provisions of paragraph (d) of Clause 29.3 (Other Conditions of Assignment or Transfer) shall not apply to or in respect of any Substitute Facility Office or Substitute Affiliate Lender.

If:

a Designating Lender designates a Substitute Facility Office or Substitute Affiliate Lender in accordance with this Clause; and

as a result of circumstances existing at the date the designation occurs, an Obligor would be obliged to make a payment to the Substitute Affiliate Lender or Lender acting through a Substitute Facility Office under Clause 18.2 (Tax Gross-Up and Indemnities) or Clause 19 (Increased Costs),

Purpose

Purpose

Each Borrower shall apply all amounts borrowed by it under Facility A towards the general corporate and working capital purposes of the Group, rolling-over (or refinancing or back-stopping) existing ancillary facilities (other than the ancillary facilities made by way of letter of credit and/or guarantee facilities), as well as the funding of acquisitions and capital expenditures of the Group, in accordance with the terms of this Agreement. For the avoidance of doubt, no Facility A Loan shall be made available to fund any dividends.

Each Borrower shall apply all amounts borrowed by it under Facility B towards the general corporate and working capital purposes of the Group, as well as rolling-over (or refinancing or back-stopping) existing ancillary facilities (which are made by way of letter of credit and/or guarantee facilities) or Existing Guarantees, in accordance with the terms of this Agreement. For the avoidance of doubt, no Facility B Letter of Credit shall be made available to fund any dividends.

Each Borrower shall apply all amounts borrowed by it under an Incremental Facility for the purpose(s) specified in the Incremental Facility Notice relating to that Incremental Facility which shall be the same as the purpose of Facility A or Facility B, as applicable.

Monitoring

Conditions of Utilisation

Initial Conditions Precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ Participation) in relation to any Utilisation if on or before the Utilisation Date for that Utilisation, the Agent has received all of the documents and other evidence listed in Part 1 of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Parent and the Lenders promptly upon being so satisfied.

Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ Participation) in relation to any Incremental Facility Loan if on or before the Utilisation Date for that Loan, the Agent has received all of the Incremental Facility Conditions Precedent relating to the relevant Incremental Facility (if any) in form and substance satisfactory to the Agent. The Agent shall notify the Parent and the Lenders promptly upon being so satisfied.

Other than to the extent that the Incremental Facility Majority Lenders under the relevant Incremental Facility notify the Agent in writing to the contrary before the Agent gives a notification described in paragraph (c) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

Further Conditions Precedent

in the case of a Rollover Loan, no Event of Default is continuing or would result from the proposed Loan, and in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation; and

in relation to any Utilisation on the Closing Date, all the representations and warranties in Clause 24 (Representations) or, in relation to any other Utilisation, the Repeating Representations to be made by each Obligor are true and correct.

Conditions Relating to Optional Currencies

A currency will constitute an Optional Currency in relation to a Revolving Facility Utilisation if:

it is readily available in the amount required and freely convertible into the Base Currency in the wholesale market for that currency on the Quotation Day and the Utilisation Date for that Utilisation; and

it is GBP, EUR or has been approved by the Agent (acting on the instructions of all the Lenders) on or prior to receipt by the Agent of the relevant Utilisation Request for that Utilisation.

A currency will constitute an Optional Currency in relation to an Incremental Facility if it is specified in the Incremental Facility Notice relating to that Incremental Facility.

If the Agent has received a written request from the Parent for a currency to be approved under paragraph (a)(ii) above, the Agent will confirm to the Parent by the Specified Time:

whether or not the Lenders have granted their approval; and

if approval has been granted, the minimum amount for any subsequent Utilisation in that currency.

Maximum Number of Utilisations

A Borrower (or the Parent) may not deliver a Utilisation Request if as a result of the proposed Utilisation:

more than 20 (twenty) Facility A Loans (other than Incremental Facility Loans) would be outstanding; or

more than 10 (ten) Incremental Facility Loans would be outstanding.

A Borrower (or the Parent) may not request that a Facility A Loan or an Incremental Facility Loan be divided.

Any Loan made by a single Lender under Clause 8.2 (Unavailability of a Currency) shall not be taken into account in this Clause 4.4.

Utilisation - Loans

Delivery of a Utilisation Request

Completion of a Utilisation Request for Loans

Each Utilisation Request for a Loan is irrevocable and will not be regarded as having been duly completed unless:

it identifies the Facility to be utilised;

the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;

the currency and amount of the Utilisation comply with Clause 5.3 (Currency and Amount); and

the proposed Interest Period complies with Clause 15 (Interest Periods).

Only one Utilisation may be requested in each Utilisation Request.

Currency and Amount

The currency specified in a Utilisation Request must be:

in relation to Facility A, the Base Currency or an Optional Currency;

in relation to Facility B, the Base Currency or an Optional Currency; and

in relation to an Incremental Facility, the Base Currency or an Optional Currency.

The amount of the proposed Utilisation must be:

for Facility A:

if the currency selected is the Base Currency, a minimum of USD1,000,000 or, if less, the Available Facility; or

if the currency selected is GBP or EUR, a minimum of GBP1,000,000 or EUR1,000,000, respectively, or, if less, the Available Facility;

if the currency selected is any other Optional Currency, the minimum amount specified by the Agent pursuant to paragraph (c)(ii) of Clause 4.3 (Conditions Relating to Optional Currencies) or, if less, the Available Facility; or

for any Incremental Facility, the minimum amounts and (if applicable) integral multiples set out in the related Incremental Facility Notice.

Lenders’ Participation

If the conditions set out in this Agreement have been met, and subject to Clause 10.1 (Repayment of Loans), each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

Other than as set out in paragraph (c) below, the amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

The Agent shall determine the Base Currency Amount of each Loan which is to be made in an Optional Currency and notify each Lender of the amount, currency and the Base Currency Amount of each Loan, the amount of its participation in that Loan and, if different, the amount of that participation to be made available in accordance with Clause 35.1 (Payments to the Agent) by the Specified Time.

Limitations on Utilisations

The maximum aggregate Base Currency Amount of all Facility B Letters of Credit shall not exceed USD70,000,000.

No Incremental Facility shall be utilised before each of Facility A and Facility B has been utilised.

Cancellation of Commitment

Facility A Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for Facility A.

Facility B Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for Facility B.

The Incremental Facility Commitments relating to an Incremental Facility which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for that Incremental Facility.

Utilisation - Letters of Credit

Facility B and Incremental Facilities

Facility B may be utilised by way of Facility B Letters of Credit and an Incremental Facility may be utilised by way of Incremental Facility Letters of Credit.

Other than Clause 5.5 (Limitations on Utilisations), Clause 5 (Utilisation - Loans) does not apply to utilisations by way of Facility B Letters of Credit or Incremental Facility Letters of Credit.

In determining the amount of the Available Facility and a Lender’s L/C Proportion of a proposed Letter of Credit (under Facility B or an Incremental Facility) for the purposes of this Agreement the Available Commitment of a Lender will be calculated ignoring any cash cover provided for outstanding Letters of Credit.

Delivery of a Utilisation Request for Letters of Credit

Completion of a Utilisation Request for Letters of Credit

it specifies that it is for a Letter of Credit;

it identifies the Borrower of the Letter of Credit and if the Letter of Credit is issued for that Borrower for and on behalf of a Subsidiary, that Borrower shall (a) identify the relevant Subsidiary; (b) supply such documentation and other evidence in respect of the underlying transaction of that Letter of Credit, as is reasonably requested by the Fronting Bank in order for the Fronting Bank to carry out and be satisfied it has complied with all necessary anti-money laundering and financial crime prevention checks under all applicable laws and regulations; and (c) if such Subsidiary is not a wholly-owned member of the Group (A) supply the identity of all minority shareholders if their interests in that Subsidiary represent (in aggregate) less than 10% of its issued capital stock; and (B) supply such documentation and other evidence in respect of the minority shareholders if their interests in that Subsidiary represent (in aggregate) 10% or more of its issued capital stock, as such documentation or other evidence is reasonably requested by the Fronting Bank in order for the Fronting Bank to carry out and be satisfied it has complied with all necessary “know your customer” or similar identification checks under all applicable laws and regulations;

it specifies the Fronting Bank which has agreed to issue the Letter of Credit;

the proposed Utilisation Date is a Business Day within the Availability Period applicable to Facility B or the Incremental Facility, as applicable;

the currency and amount of the Letter of Credit comply with Clause 6.4 (Currency of Letters of Credit);

the form of Letter of Credit is attached;

(A) in relation to a Facility B Letter of Credit, the Expiry Date of the Facility B Letter of Credit is specified and which may fall on any date requested by a Borrower and which may be a date after the Termination Date applicable to Facility B, provided that the requirements set out in Clause 6.5 (Term of Facility B Letters of Credit) will be met on the Termination Date of Facility B; and (B) in relation to any Incremental Facility Letter of Credit, the Expiry Date of the Incremental Facility Letter of Credit shall be set out in accordance with the terms of the Incremental Facility Notice;

the delivery instructions for the Letter of Credit are specified;

it specifies the identity of the beneficiary of the Letter of Credit which is not subject to any applicable Sanctions Laws and Regulations nor is a Sanctions Restricted Person; and

in respect of a Letter of Credit which is a Rollover Letter of Credit, it attaches: (A) a copy of the notice of cancellation delivered to the issuing bank of the Existing Guarantee and (B) a copy of the Existing Guarantee, being cancelled pursuant to the notice referred to in paragraph (j)(A) above.

Currency of Letters of Credit

Term of Letters of Credit

The Fronting Bank will be released from its obligations under a Letter of Credit on the date (if any) notified by the beneficiary of that Letter of Credit to the Fronting Bank as the date upon which the obligations of the Fronting Bank under such Letter of Credit are released.