EX-10.1

Exhibit 10.1

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NATIONAL ENERGY SERVICES REUNITED CORP.

as Company

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NATIONAL PETROLEUM TECHNOLOGY COMPANY (ONE PERSON COMPANY) AND

OTHER SUBSIDIARIES OF THE COMPANY LISTED IN Part 1 OF Schedule 1 (The

Original Parties)

as Borrowers

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HSBC BANK MIDDLE EAST LIMITED

as Sole Global Coordinator

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HSBC BANK MIDDLE EAST LIMITED

as ESG Coordinator

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HSBC BANK MIDDLE EAST LIMITED

as Initial Senior Mandated Lead Arranger and Bookrunner

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SAUDI AWWAL BANK AND FIRST ABU DHABI BANK PJSC

as Senior Mandated Lead Arrangers

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NATIONAL BANK OF OMAN SAOG

as Lead Arranger

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BANQUE SAUDI FRANSI (A SAUDI JOINT STOCK COMPANY), AL AHLI BANK OF

KUWAIT K.S.C.P. AND OMAN ARAB BANK S.A.O.G., together with the Initial Senior

Mandated Lead Arranger, Senior Mandated Lead Arrangers and Lead Arranger

as Arrangers

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HSBC BANK MIDDLE EAST LIMITED, UAE BRANCH

as Agent

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HSBC SAUDI ARABIA, HSBC BANK MIDDLE EAST LIMITED, UAE BRANCH,

NATIONAL BANK OF OMAN SAOG AND AL AHLI BANK OF KUWAIT K.S.C.P.

as Security Agents

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TERM AND REVOLVING

FACILITIES AGREEMENT

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Contents

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Between:

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It is agreed:

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In this Agreement:

**Acceptable Bank **means 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 S&P Global Ratings, a division of S&P Global Inc. or Fitch Ratings Ltd or Baa3 or higher by Moody’s Investors Service Limited or a comparable rating from an internationally recognised credit rating agency

**Accession Letter **means a document substantially in the form set out in Schedule 6 (Form of Accession Letter)

Accounts means the Collections Accounts and the Operating Accounts

**Additional Guarantor **means a company which becomes an Additional Guarantor in accordance with clause 27 (Changes to the Obligors)

Additional Hedge Counterparty means any entity which has become a Party as an “Additional Hedge Counterparty” in accordance with clause 26.9 (Additional Hedge Counterparties)

Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company

**Affiliate Accession Undertaking **means an undertaking in the form set out in Schedule 14 (Form of Affiliate Accession Undertaking)

**Aggregate Total Incremental Facility Commitments **means, at any time, the aggregate of the Total Incremental Facility Commitments relating to each Incremental Facility

**Amortising Incremental Facility **means an Incremental Facility under which clause 8.3 (Repayment of Incremental Facility Loans) requires the aggregate Incremental Facility Loans to be repaid in instalments

Ancillary Commencement Date means, in relation to an Ancillary Facility, the date (which shall be a Business Day) on which that Ancillary Facility is first made available

**Ancillary Commitment **means, in relation to an Ancillary Lender and an Ancillary Facility, the maximum amount which that Ancillary Lender has agreed (whether or not subject to satisfaction of conditions precedent) to make available from time to time under an Ancillary Facility and which has been authorised as such under clause 6 (Ancillary Facilities), to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Ancillary Facility

**Ancillary Document **means each document relating to or evidencing the terms of an Ancillary Facility

Ancillary Facility means Facility B2 SAR, Facility B3, Facility B4, Facility B5 and Facility B6, in each case, made available by an Ancillary Lender in accordance with clause 6 (Ancillary Facilities)

Ancillary Facility Liabilities means any Liabilities owed to an Ancillary Lender

Ancillary Facility Loan means a Facility B2 SAR Loan, a Facility B3 Loan, a Facility B4 Loan, a Facility B5 Loan and a Facility B6 Loan

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**Ancillary Lender **means each Lender (or Affiliate of a Lender) which makes available an Ancillary Facility

Ancillary Outstandings means, at any time, in relation to an Ancillary Lender and an Ancillary Facility then in force the aggregate of the equivalents (as calculated by that Ancillary Lender) of the following amounts outstanding under that Ancillary Facility:

**Annual Business Update **means an annual business update in the form of the Base Case Model as updated for each Financial Year of the Company

Anti-Money Laundering Laws means applicable laws or regulations in any jurisdiction in which the Company or any member of the Group is located or doing business that relate to money laundering, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto

**Assignment Agreement **means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee

Authorisation means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration

Availability Period means:

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**Available Commitment **means, in relation to a Facility, a Lender’s Commitment under that Facility minus (subject as set out below):

For the purposes of calculating a Lender’s Available Commitment in relation to any proposed Utilisation under a Facility B only, the following amounts shall not be deducted from that Lender’s Facility B Commitment:

**Available Credit Balance **means in relation to an Ancillary Facility, credit balances on any account of any Borrower of that Ancillary Facility with the Ancillary Lender making available that Ancillary Facility to the extent that those credit balances are freely available to be set off by that Ancillary Lender against any Ancillary Facility Liabilities

**Available Facility **means, in relation to a Facility, the aggregate for the time being of each Lender’s Available Commitment in respect of that Facility

Bahrain Guarantee means:

**Bahraini Guarantor **means NPS Bahrain for Oil and Gas Wells Services W.L.L. a limited liability company incorporated in the Kingdom of Bahrain with commercial registration number 66796–1

**Bahraini Obligor **means the Bahraini Guarantor and any Additional Guarantor incorporated in Bahrain

**Base Case Model **means the financial model including profit and loss, balance sheet and cashflow projections in agreed form and certified by two authorised signatories (provided that one of the signatories will be the Company’s chief financial officer or treasurer) of the Company relating to the Group delivered as a condition precedent document pursuant to clause 4.1 (Conditions precedent)

Baseline means, in relation to a Sustainability KPI, the baseline performance of the Group set out in Schedule 18 (Sustainability KPI Annual Targets) (if applicable)

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Bilateral Facility Establishment Conditions means:

Bilateral Facility Solicitation Process means:

**Blocking Regulation **means Regulation (EU) No 2271/96 of the European Parliament and of the Council of 22 November 1996 protecting against the effects of the extraterritorial application of legislation adopted by a third country, and actions based on or resulting therefrom

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Break Costs means the amount (if any) by which:

Bullet Incremental Facility means an Incremental Facility under which clause 8.3 (Repayment of Incremental Facility Loans) requires the aggregate Incremental Facility Loans to be repaid in full in a single instalment on the Termination Date

**Business Day **means a day (other than a Friday, Saturday or Sunday) on which banks are open for general business in Dubai, Riyadh, Muscat, Manama, Kuwait and

BVI means the British Virgin Islands

**Calculation Methodology **means in relation to a Sustainability KPI, the calculation methodology applicable to that Sustainability KPI as set out in Schedule 18 (Sustainability KPI Annual Targets)

Central Bank Rate means:

Central Bank Rate Adjustment means in relation to the Central Bank Rate prevailing at close of business on any Business Day, the mean (calculated by the Agent, or by any other Finance Party which agrees to do so in place of the Agent) of the Central Bank Rate Spreads for the five most immediately preceding Business Days for which CME Term SOFR for a tenor equal in length to the relevant Interest Period was available, excluding the days with the highest spread (and, if there is more than one highest spread, only one of those highest spreads) and lowest spread (or, if there is more than one lowest spread, only one of those lowest spreads) to the Central Bank Rate

Central Bank Rate Spread means, in relation to any Business Day, the difference (expressed as a percentage rate per annum) calculated by the Agent (or by any other Finance Party which agrees to do so in place of the Agent) between: (a) CME Term SOFR for a tenor equal in length to the applicable Interest Period; and (b) the Central Bank Rate prevailing at close of business on that Business Day

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**Charged Property **means all of the assets of the Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security

**Clean Up Default **means any Event of Default (to the extent that it (or any representation relating thereto) relates to a member of the Target Group (or any obligation to procure or ensure in relation to a member of the Target Group)), but excluding any Event of Default referred to under clause 25.1 (Non-payment), clause 25.2 (Financial covenants), clause 25.7 (Insolvency), clause 25.8 (Insolvency proceedings), clause 25.10 (Unlawfulness and invalidity) and clause 25.11 (Cessation of business) subsisting on or after the closing date of a Permitted Acquisition but prior to the expiry of the Clean Up Period provided that:

Clean Up Period means, in respect of a Permitted Acquisition, the period from the date of such Permitted Acquisition to the date falling ninety (90) days after the closing date of such Permitted Acquisition

**CME Term SOFR **means the term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period published by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate)

Code means the US Internal Revenue Code of 1986

**Collections Accounts **means the KSA Collections Accounts, the UAE Collections Accounts, the Oman Collections Accounts and the Kuwait Collections Accounts

Commitments means a Facility A1 Commitment, a Facility A2 USD Commitment, a Facility A2 SAR Commitment, a Facility A3 Commitment, a Facility A4 Commitment, a Facility B1 Commitment, a Facility B2 SAR Commitment, a Facility B3 Commitment, a Facility B4 Commitment, a Facility B5 Commitment, a Facility B6 Commitment and Incremental Facility Commitment and **Commitment **shall mean each or any of them

**Compliance Certificate **means a certificate substantially in the form set out in Schedule 8 (Form of Compliance Certificate)

**Confidential Information **means all information relating to the Company, any Obligor, the Group, the Finance Documents or a Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Facility from either:

**Confidentiality Undertaking **means a confidentiality undertaking substantially in a recommended form of the LMA as set out in Schedule 10 (LMA Form of Master Confidentiality Undertaking) or in any other form agreed between the Company and the Agent

**Continuing Working Capital Facilities **means each Existing Working Capital Facility that the Company notifies the Agent is to continue with any relevant Facility B2 SAR Lender, Facility B3 Lender, Facility B4 Lender, Facility B5 Lender or Facility B6 Lender

**Declassification Date **means the date on which the Agent (acting on the instructions of the Majority Lenders) exercises its right to declassify the Facilities as “sustainability-linked” in accordance with clause 23.32 (Declassification Event)

Declassification Event means:

(30) days after written notice from the Agent

Default means an Event of Default or any event or circumstance specified in clause 25 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default

Defaulting Lender means any Lender:

Delegate means any delegate, agent, attorney or co-trustee appointed by a Security Agent

**Designated Gross Amount **means the amount notified (in accordance with clause 6.2 (Availability)) by the Company to the Agent upon the establishment of a Multi-account Overdraft as being the maximum amount of Gross Outstandings that will, at any time, be outstanding under that Multi-account Overdraft

**Designated Net Amount **means the amount notified (in accordance with clause 6.2 (Availability)) by the Company to the Agent upon the establishment of a Multi-account Overdraft as being the maximum amount of Net Outstandings that will, at any time, be outstanding under that Multi-account Overdraft

Disruption Event means either or both of:

DMCC means the Dubai Multi Commodities Centre free zone, governed by Law No. (3) of 2020 issued in the Emirate of Dubai (as amended, replaced or re-enacted from time to time) and regulated and operated by DMCCA, the location, area and boundaries of which are specified in Law No.3 of 2020

DMCCA means the Dubai Multi Commodities Centre Authority governed by Law No. (3) of 2020 issued in the Emirate of Dubai (as amended, replaced or re-enacted from time to time), which authority has governance over the DMCC

**Eligible Institution **means any Lender or other bank, financial institution, trust, fund or other entity selected by the Company

Enforcement Action means:

**Enforcement Court **means the competent enforcement court of KSA as originally established under the Saudi Enforcement Law issued by Royal Decree No. M/53 dated 13/08/1433H (corresponding to 3 July 2012) and having jurisdiction pursuant to the Enforcement Law issued by Royal Decree No. M/237 dated 3/11/1447H, or any successor forum

**Environmental Claim **means any claim, proceeding or investigation by any person in respect of any Environmental Law

**Environmental Law **means any applicable law in any jurisdiction in which any member of the Group conducts business which relates to the pollution or protection of the environment or harm to or the protection of human health or the health of animals or plants

Environmental Permits means any permit, licence, consent, approval and other authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the Group conducted on or from the properties owned or used by the relevant member of the Group

Establishment Date means, in relation to an Incremental Facility, the later of

**Event of Default **means any event or circumstance specified as such in clause 25 (Events of Default)

**Excluded Receivables **means receivables due and payable to an Obligor from a customer or counterparty (including a Relevant Counterparty) which the Company notifies the Agent in a Compliance Certificate:

**Existing Facilities Agreement **means the term and revolving credit facilities agreement originally entered into between the Company, certain of the Lenders and others dated 4 November 2021, as amended and restated on 25 September 2023 and as further amended, supplemented, waived or restated from time to time prior to the date of this Agreement

**Existing Facility A Indebtedness **means any Existing Indebtedness arising under “Facilities A” as such term is defined in the Existing Facilities Agreement

Existing Facility B Indebtedness means any Existing Indebtedness arising under “Facility B2 SAR”, “Facility B3”, “Facility B4”, “Facility B5” and “Facility B6” in each case as such terms are defined in the Existing Facilities Agreement

**Existing Indebtedness **means Financial Indebtedness incurred under and pursuant to the Existing Facilities Agreement

Existing Security Documents means each security document entered into in connection with the Existing Facilities Agreement as set out in Schedule 9 (Existing Security)

Existing Working Capital Facilities means all letters of guarantee, letters of credit, bid bonds, performance bonds, advance payment guarantees and equivalent working capital facilities drawn, issued or made available in respect of Existing Facility B Indebtedness

External Reviewer means any of PWC, EY, Deloitte or KPMG (or such other provider who is a qualified external reviewer with relevant expertise as agreed with the Agent (acting on the instructions of the Majority Lenders)) who will certify the Group’s performance against the Sustainability KPI Annual Targets

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**Facilities **means Facility A1, Facility A2 USD, Facility A2 SAR, Facility A3, Facility A4, Facility B1, Facility B2 SAR, Facility B3, Facility B4, Facility B5, Facility B6 and any Incremental Facility and **Facility **means each or any of them

**Facilities A **means Facility A1, Facility A2 USD, Facility A2 SAR, Facility A3 and Facility A4 and **Facility A **means each or any of them

**Facility A Commitments **means a Facility A1 Commitment, a Facility A2 USD Commitment, a Facility A2 SAR Commitment, a Facility A3 Commitment and a Facility A4 Commitment

**Facility A Loans **means any Facility A1 Loan, any Facility A2 USD Loan, any Facility A2 SAR Loan, any Facility A3 Loan and Facility A4 Loan and **Facility A Loan **means any of them

**Facility A1 **means the term loan facility made available under this Agreement as described in clause 2 (The Facilities)

Facility A1 Commitment means:

Facility A1 Lender means:

**Facility A1 Loan **means a loan made or to be made under Facility A1 or the principal amount outstanding for the time being of that loan

**Facility A1 Repayment Date **means each of the dates specified in the Repayment Schedule relating to Facility A1 as a ‘Repayment Date’

Facility A2 SAR means the term loan facility made available under this Agreement as described in clause 2 (The Facilities)

Facility A2 SAR Commission Notes has the meaning given to it in clause 22.3(b) (Facility A2 SAR Principal Notes and Facility A2 SAR Commission Notes)

Facility A2 SAR Commitment means:

Facility A2 SAR Lender means:

Facility A2 SAR Loan means a loan made or to be made under Facility A2 SAR or the principal amount outstanding for the time being of that loan

Facility A2 SAR Principal Note has the meaning given to it in clause 22.3(a) (Facility A2 SAR Principal Notes and Facility A2 SAR Commission Notes)

**Facility A2 SAR Promissory Note **means a Facility A2 SAR Principal Note or a Facility A2 SAR Commission Note

Facility A2 SAR Repayment Date means each of the dates specified in the Repayment Schedule relating to Facility A2 SAR as a ‘Repayment Date’

Facility A2 USD means the term loan facility made available under this Agreement as described in clause 2 (The Facilities)

Facility A2 USD Commitment means:

Facility A2 USD Lender means:

Facility A2 USD Loan means a loan made or to be made under Facility A2 USD or the principal amount outstanding for the time being of that loan

Facility A2 USD Repayment Date means each of the dates specified in the Repayment Schedule relating to Facility A2 USD as a ‘Repayment Date’

**Facility A3 **means the term loan facility made available under this Agreement as described in clause 2 (The Facilities)

Facility A3 Commitment means:

Facility A3 Lender means:

**Facility A3 Loan **means a loan made or to be made under Facility A3 or the principal amount outstanding for the time being of that loan

**Facility A3 Repayment Date **means each of the dates specified in the Repayment Schedule relating to Facility A3 as a ‘Repayment Date’

**Facility A4 **means the term loan facility made available under this Agreement as described in clause 2 (The Facilities)

Facility A4 Commitment means:

Facility A4 Lender means:

**Facility A4 Loan **means a loan made or to be made under Facility A4 or the principal amount outstanding for the time being of that loan

**Facility A4 Repayment Date **means each of the dates specified in the Repayment Schedule relating to Facility A4 as a ‘Repayment Date’

Facilities B means Facility B1, Facility B2 SAR, Facility B3, Facility B4, Facility B5, Facility B6 and Facility B means each or any of them

**Facility B Commitments **means a Facility B1 Commitment, a Facility B2 SAR Commitment, a Facility B3 Commitment, a Facility B4 Commitment, a Facility B5 Commitment, a Facility B6 Commitment and an Incremental Facility Commitment which is deemed as a “Facility B Commitment” pursuant to clause 6.2(b) (Availability)

**Facility B Loan **means any Facility B1 Loan, any Facility B2 SAR Loan, any Facility B3 Loan, any Facility B4 Loan, any Facility B5 Loan or any Facility B6 Loan

**Facility B1 **means the revolving credit facility made available under this Agreement as described in clause 2 (The Facilities)

Facility B1 Commitment means:

Facility B1 Lender means:

**Facility B1 Loan **means a loan made or to be made under Facility B1 or the principal amount outstanding for the time being of that loan

**Facility B2 SAR **means the uncommitted working capital facility made available under this Agreement as described in clause 2 (The Facilities), which each Facility B2 SAR Lender may, in its absolute discretion, make available to a Borrower from time to time subject to the terms of this Agreement

Facility B2 SAR Commission Notes has the meaning given to it in clause 22.4(b) (Facility B2 SAR Principal Notes and Facility B2 SAR Commission Notes)

Facility B2 SAR Commitment means:

Facility B2 SAR Lender means:

**Facility B2 SAR Loan **means a loan that may be made or to be made, but that a Facility B2 SAR Lender shall have no obligation to make under Facility B2 SAR or the principal amount outstanding for the time being of that loan

Facility B2 SAR Principal Notes has the meaning given to it in clause 22.4(a) (Facility B2 SAR Principal Notes and Facility B2 SAR Commission Notes)

**Facility B2 SAR Promissory Note **means a Facility B2 SAR Principal Note or a Facility B2 SAR Commission Note

**Facility B3 **means the uncommitted working capital facility made available under this Agreement as described in clause 2 (The Facilities), which each Facility B3 Lender may, in its absolute discretion, make available to a Borrower from time to time subject to the terms of this Agreement

Facility B3 Commitment means:

Facility B3 Lender means:

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**Facility B3 Loan **means a loan that may be made or to be made, but that a Facility B3 Lender shall have no obligation to make under Facility B3 or the principal amount outstanding for the time being of that loan

**Facility B4 **means the uncommitted working capital facility made available under this Agreement as described in clause 2 (The Facilities), which each Facility B4 Lender may, in its absolute discretion, make available to a Borrower from time to time subject to the terms of this Agreement

Facility B4 Commitment means:

Facility B4 Lender means:

**Facility B4 Loan **means a loan that may be made or to be made, but that a Facility B4 Lender shall have no obligation to make under Facility B4 or the principal amount outstanding for the time being of that loan

**Facility B5 **means the uncommitted working capital facility made available under this Agreement as described in clause 2 (The Facilities), which each Facility B5 Lender may, in its absolute discretion, make available a Facility B5 Loan to a Borrower from time to time subject to the terms of this Agreement

Facility B5 Commitment means:

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Facility B5 Lender means:

**Facility B5 Loan **means a loan that may be made or to be made, but that a Facility B5 Lender shall have no obligation to make under Facility B5 or the principal amount outstanding for the time being of that loan

**Facility B6 **means the uncommitted working capital facility made available under this Agreement as described in clause 2 (The Facilities), which each Facility B6 Lender may, in its absolute discretion, make available a Facility B6 Loan to a Borrower from time to time subject to the terms of this Agreement

Facility B6 Commitment means:

Facility B6 Lender means:

**Facility B6 Loan **means a loan that may be made or to be made, but that a Facility B6 Lender shall have no obligation to make under Facility B6 or the principal amount outstanding for the time being of that loan

**Facility Office **means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement

Facility Specific Majority Lenders means the Majority Facility A1 Lenders, the Majority Facility A2 USD Lenders, the Majority Facility A2 SAR Lenders, the Majority Facility A3 Lenders, the Majority Facility A4 Lenders, the Majority Facility B1 Lenders, or as the case may be, the Incremental Facility Majority Lenders

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Fallback Interest Period means one (1) month

FATCA means:

FATCA Application Date means:

**FATCA Deduction **means a deduction or withholding from a payment under a Finance Document required by FATCA

FATCA Exempt Party means a Party that is entitled to receive payments free from any FATCA Deduction

Fee Letter means:

**Finance Document **means this Agreement, each Guarantee, any Promissory Note, the Security Documents, any Fee Letter, any Accession Letter, any Resignation Letter, any Ancillary Document, any Incremental Facility Notice, any Hedge Counterparty Accession Letter and any other document designated as such by the Agent and the Company

**Finance Party **means the Agent, the Sole Global Coordinator, the ESG Coordinator, the Bookrunner, each Arranger, each Security Agent, each Account Bank, any Ancillary Lender, a Lender or a Hedge Counterparty, provided that where the term “Finance Party” is used in, and construed for the purposes of, this Agreement, a Hedge Counterparty shall be a Finance Party only for the purposes of:

Financial Indebtedness means any indebtedness for or in respect of:

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**Financial Quarter **means each period commencing on the day after one Quarter Year Date and ending on the next Quarter Year Date

**Financial Year **means the annual accounting period of the Group ending on or about 31 December in each year

First Sustainability Calculation Date means 1 January 2027

**Funding Rate **means any individual rate notified by a Lender to the Agent pursuant to clause 12.4(a)(ii) (Cost of funds)

**GAAP **means, in relation to any Obligor, generally accepted accounting principles in the jurisdiction of its incorporation, including IFRS

**Gross Outstandings **means, in relation to a Multi-account Overdraft, the Ancillary Outstandings of that Multi-account Overdraft but calculated on the basis that the words (net of any Available Credit Balance) in paragraph (a) of the definition of Ancillary Outstandings were deleted

Group means the Company, each Guarantor and the Subsidiaries of each Guarantor

Guarantee means each of the following:

Guarantor means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with clause 27 (Changes to the Obligors)

Guarantor Coverage Test has the meaning given to it in clause 23.21 (Guarantors)

Hedge Counterparty means:

Hedge Counterparty Accession Letter means a document substantially in the form set out in Schedule 20 (Form of Hedge Counterparty Accession Letter)

Historic CME Term SOFR means, in relation to any Loan in dollars, the most recent applicable CME Term SOFR for a period equal in length to the Interest Period of that Loan and which is as of a day which is no more than three (3) Business Days before the Quotation Day

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**Holding Company **means, in relation to a person, any other person in respect of which it is a Subsidiary

**ICE Term SOFR **means the term SOFR reference rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period published by ICE Benchmark Administration Limited (or any other person which takes over the publication of that rate)

**IFRS **means UK adopted international accounting standards within the meaning of section 474(1) of the Companies Act 2006 to the extent applicable to the relevant financial statements

Impaired Agent means the Agent at any time when:

**Increase Confirmation **means a confirmation substantially in the form set out in Schedule 16 (Form of Increase Confirmation)

Increase Lender has the meaning given to that term in clause 2.3 (Increase)

Incremental Facility means any additional facility that may be established and made available under this Agreement as described in clause 7 (Establishment of Incremental Facilities)

**Incremental Facility Availability Period **means the period from and including the date of this Agreement to and including the date falling fifteen (15) Business Days prior to the first anniversary of the date of this Agreement (or such later date agreed between the Agent (acting on the instructions of the Lenders) and the Company)

Incremental Facility Commitment means:

**Incremental Facility Conditions Precedent **means, in relation to an Incremental Facility any document and other evidence specified as such in the relevant Incremental Facility Notice

**Incremental Facility Lender **means, in relation to an Incremental Facility, any entity which is listed as such in the relevant Incremental Facility Notice

**Incremental Facility Loan **means, in relation to an Incremental Facility, a loan made or to be made under that Incremental Facility or the principal amount outstanding for the time being of that loan

**Incremental Facility Majority Lenders **means, in relation to an Incremental Facility, a Lender or Lenders whose Incremental Facility Commitments relating to that Incremental Facility aggregate more than sixty-six and two thirds per cent. (662/3%) of the Total Incremental Facility Commitments relating to that Incremental Facility (or, if those Total Incremental Facility Commitments have been reduced to zero, aggregated more than sixty-six and two thirds per cent. (662/3%) of those Total Incremental Facility Commitments immediately prior to that reduction)

Incremental Facility Notice means each notice substantially in the form set out in Schedule 17 (Form of Incremental Facility Notice)

Incremental Facility Repayment Date means, in relation to an Amortising Incremental Facility, any date specified as a repayment date in the Incremental Facility Notice relating to that Incremental Facility

**Incremental Facility Solicitation Process **means in relation to an Incremental Facility which is intended to be effected as an Ancillary Facility:

Incremental Facility Terms means, in relation to an Incremental Facility:

Insolvency Event in relation to an entity means that the entity:

(a) to (h) above or

Interest Period means, in relation to a Loan, each period determined in accordance with clause 11 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with clause 10.4 (Default interest)

**Interpolated CME Term SOFR **means, in relation to any Loan in dollars, the rate (rounded to the same number of decimal places as CME Term SOFR) which results from interpolating on a linear basis between:

**Interpolated Historic CME Term SOFR **means, in relation to any Loan in dollars, the rate (rounded to the same number of decimal places as CME Term SOFR) which results from interpolating on a linear basis between:

**Interpolated ICE Term SOFR **means, in relation to any Loan, the rate (rounded to the same number of decimal places as ICE Term SOFR) which results from interpolating on a linear basis between:

**Interpolated Screen Rate **means, in relation to any SAR Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between

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**Investors **means each of Al Nowais Investments LLC, Olayan Saudi Holding Company and Mubbadrah Investment LLC

**Joint Venture **means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity

KSA means the Kingdom of Saudi Arabia

KSA Account Security Agreement means the KSA law governed account security agreement in agreed form dated on or about the date of this Agreement in respect of the KSA Accounts granted by the KSA Guarantor in favour of the KSA Security Agent

KSA Accounts means the KSA Collections Accounts and the KSA Operating Accounts

KSA Civil Transaction Law means the Civil Transactions Law of the Kingdom of Saudi Arabia issued pursuant to Royal Decree No. M/191 dated 29/11/1444H (corresponding to 18 June 2023G), as amended, supplemented or replaced from time to time

KSA Collections Account means:

KSA Guarantee means:

KSA Guarantor and NPT KSA means National Petroleum Technology Company (One Person Company), a limited liability company incorporated in the KSA with commercial registration number 2051022374 and unified national number 7001386965

KSA Ministry of Commerce means the Ministry of Commerce of the Kingdom of Saudi Arabia or any successor ministry or authority which assumes its functions

KSA Obligor means the KSA Guarantor and each other Obligor incorporated in KSA

KSA Operating Account means:

**Kuwait Account Security Agreement **means the notarized Kuwait law governed account security agreement (with a writ of execution affixed thereto) in agreed form to be delivered in accordance with clause 23.29 (Conditions subsequent) in respect of the Kuwait Accounts granted by the Kuwaiti Guarantor in favour of the Kuwait Security Agent

Kuwait Accounts means the Kuwait Collections Accounts and the Kuwait Operating Accounts

Kuwait Collections Account means:

Kuwait Guarantee means:

Kuwaiti Guarantor means NPS Bahrain for Oil and Gas Wells Services W.L.L., Kuwait Branch (being the branch office of the Bahraini Guarantor in the State of Kuwait with commercial registration number 417568)

Kuwait Obligor means the Kuwaiti Guarantor and each other Obligor incorporated in Kuwait

Kuwait Operating Account means:

Legal Reservations means:

**Lender **means a Facility A1 Lender, a Facility A2 USD Lender, a Facility A2 SAR Lender, a Facility A3 Lender, a Facility A4 Lender, a Facility B1 Lender, a Facility B2 SAR Lender, a Facility B3 Lender, a Facility B4 Lender, a Facility B5 Lender, a Facility B6 Lender or 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 7 (Establishment of Incremental Facilities)

**Liabilities **means all present and future liabilities and obligations at any time of any Obligor to any Lender under the Finance Documents both actual and contingent and whether incurred solely or jointly or as principal or surety or in any other capacity together with any of the following matters relating to or arising in respect of those liabilities and obligations:

LMA means the Loan Market Association

Loan means a Facility A1 Loan, a Facility A2 USD Loan, a Facility A2 SAR Loan, a Facility A3 Loan, a Facility A4 Loan, a Facility B1 Loan, an Ancillary Facility Loan or an Incremental Facility Loan

Majority Facility A1 Lenders means a Facility A1 Lender or Facility A1 Lenders whose Facility A1 Commitments aggregate more than sixty-six and two thirds per cent. (662/3%) of the Total Facility A1 Commitments (or, if the Total Facility A1 Commitments have been reduced to zero, aggregated more than sixty-six and two thirds per cent. (662/3%) of the Total Facility A1 Commitments immediately prior to the reduction)

Majority Facility A2 SAR Lenders means a Facility A2 SAR Lender or Facility A2 SAR Lenders whose Facility A2 SAR Commitments aggregate more than sixty-six and two thirds per cent. (662/3%) of the Total Facility A2 SAR Commitments (or, if the Total Facility A2 SAR Commitments have been reduced to zero, aggregated more than sixty-six and two thirds per cent. (662/3%) of the Total Facility A2 SAR Commitments immediately prior to the reduction)

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Majority Facility A2 USD Lenders means a Facility A2 USD Lender or Facility A2 USD Lenders whose Facility A2 USD Commitments aggregate more than sixty-six and two thirds per cent. (662/3%) of the Total Facility A2 USD Commitments (or, if the Total Facility A2 USD Commitments have been reduced to zero, aggregated more than sixty-six and two thirds per cent. (662/3%) of the Total Facility A2 USD Commitments immediately prior to the reduction)

Majority Facility A3 Lenders means a Facility A3 Lender or Facility A3 Lenders whose Facility A3 Commitments aggregate more than sixty-six and two thirds per cent. (662/3%) of the Total Facility A3 Commitments (or, if the Total Facility A3 Commitments have been reduced to zero, aggregated more than sixty-six and two thirds per cent. (662/3%) of the Total Facility A3 Commitments immediately prior to the reduction)

Majority Facility A4 Lenders means a Facility A4 Lender or Facility A4 Lenders whose Facility A4 Commitments aggregate more than sixty-six and two thirds per cent. (662/3%) of the Total Facility A4 Commitments (or, if the Total Facility A4 Commitments have been reduced to zero, aggregated more than sixty-six and two thirds per cent. (662/3%) of the Total Facility A4 Commitments immediately prior to the reduction)

Majority Facility B1 Lenders means a Facility B1 Lender or Facility B1 Lenders whose Facility B1 Commitments aggregate more than sixty-six and two thirds per cent. (662/3%) of the Total Facility B1 Commitments (or, if the Total Facility B1 Commitments have been reduced to zero, aggregated more than sixty-six and two thirds per cent. (662/3%) of the Total Facility B1 Commitments immediately prior to the reduction)

Majority Lenders means a Lender or Lenders whose Commitments aggregate more than sixty-six and two thirds per cent. (662/3%) of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than sixty-six and two thirds per cent. (662/3%) of the Total Commitments immediately prior to the reduction)

Material Adverse Effect means a material adverse effect on:

Month means in relation to an Interest Period (or any other period for the accrual of commission or fees in a currency), a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

The above rules will only apply to the last Month of any period

**Movables Security Executive Regulations **means UAE Cabinet Resolution No. 29 of 2021 on the executive regulations of the Movables Security Framework Law

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**Movables Security Framework Law **means the UAE Federal Law No. 4 of 2020 concerning the taking of security over rights in movable assets (as amended from time to time)

**Movables Security Law **means the UAE Movables Security Framework Law, Movables Security Executive Regulations, Movables Security Register Establishment Resolution and any other rules, regulations or other guidance issued in the UAE in relation to the implementation or application of or compliance with such law

**Movables Security Register **means the register created pursuant to the Movables Security Law for the registration of Security over assets which may be the subject of Security in accordance with the Movables Security Law, which definition includes any replacement of such register

**Movables Security Register Establishment Resolution **means the UAE Cabinet Resolution No. (6) of 2018 on creating a register for registering the rights on moveable property

**Multi-account Overdraft **means an Ancillary Facility which is an overdraft facility comprising more than one account

**Nafith Platform **means the national electronic platform operated under the supervision of the Ministry of Justice of the Kingdom of Saudi Arabia for the electronic issuance, registration and management of promissory notes, or any successor platform thereto

NESR Group means the Company and each of its Subsidiaries

**Net Outstandings **means, in relation to a Multi-account Overdraft, the Ancillary Outstandings of that Multi-account Overdraft

New Lender has the meaning given to that term in clause 26 (Changes to the Lenders)

**Non-Consenting Lender **has the meaning given to that term in clause 9.12(k) (Right of replacement or repayment and cancellation in relation to a single Lender)

Obligor means a Borrower or a Guarantor

Oman means the Sultanate of Oman

**Oman Account Security Agreement **means the Oman law governed account security agreement in agreed form dated on or about the date of this Agreement in respect of the Oman Accounts granted by certain of the Omani Guarantors in favour of the Omani Security Agent

Oman Accounts means the Oman Collections Accounts and the Oman Operating Accounts

Oman Collections Account means:

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Oman Guarantee means:

**Omani Guarantors **means each of the Guarantors incorporated in Oman as set out in Part 2 (The Guarantors) of Schedule 1 (The Original Parties)

Oman Obligor means the Omani Guarantors and each other Obligor incorporated in Oman

Oman Operating Account means:

**Operating Accounts **means each of the KSA Operating Accounts, the Oman Operating Accounts, the Kuwait Operating Accounts and the UAE Operating Accounts and **Operating Accounts **means all of them

Original Financial Statements means:

**Original Jurisdiction **means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement or, in the case of an Additional Guarantor, as at the date on which that Additional Guarantor becomes Party a Guarantor

Original Lender means an Original Facility A1 Lender, an Original Facility A2 USD Lender, an Original Facility A2 SAR Lender, an Original Facility A3 Lender, an Original Facility A4 Lender, an Original Facility B1 Lender, an Original Facility B2 SAR Lender, an Original Facility B3 Lender, an Original Facility B4 Lender, an Original Facility B5 Lender or an Original Facility B6 Lender

Original Obligor means a Borrower or an Original Guarantor

Party means a party to this Agreement

**Payment Instruction **means a payment instruction (in form and substance satisfactory to the Agent (acting on the instructions of the Majority Lenders)) to be delivered to a Relevant Counterparty by an Obligor in respect of the contracts or projects specified in that payment instruction including the relevant Operating Account into which such receivables shall be paid on and from the date of such payment instruction

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Receiver means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property

Reference Rate means, in relation to any USD Loan:

Related Fund in relation to a fund (the first fund), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund

**Relevant Counterparty **means, in respect of an Obligor, the contractual counterparties listed opposite its name under the heading Relevant Counterparty in Schedule 15 (Relevant Counterparty) and any other counterparty designated a “Relevant Counterparty” by the Company and the Agent (acting on the instructions of the Majority Lenders)

Relevant Interbank Market means:

Relevant Jurisdiction means:

**Relevant Percentage **means in respect of a Facility A, the percentage set out opposite the relevant Repayment Date

**Remaining Lender **has the meaning given to that term in clause 9.12(k)(iv) (Right of replacement or repayment and cancellation in relation to a single Lender)

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Repayment Date means a Facility A1 Repayment Date, a Facility A2 USD Repayment Date, a Facility A2 SAR Repayment Date, a Facility A3 Repayment Date or a Facility A4 Repayment Date

**Repayment Instalment **means, in respect of a Facility A, each instalment for repayment of Facility A Loans referred to in the Repayment Schedule and, in relation to an Amortising Incremental Facility, any instalment for repayment specified as a Repayment Instalment in the Incremental Facility Notice relating to that Incremental Facility

**Repayment Schedule **means the repayment schedule set out in Schedule 13 (Repayment Schedule)

**Repeating Representations **means each of the representations set out in clauses 19.1 (Status) to 19.6 (Governing law and enforcement), clause 19.10(b) (No default), clauses 19.12(d), 19.12(e) and 19.12(f) (Financial statements), clause 19.18 (Good title to assets) and clause 19.20 (Sanctions)

**Representative **means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian

**Resignation Letter **means a letter substantially in the form set out in Schedule 7 (Form of Resignation Letter)

Restricted Person means a Person:

Rollover Loan means one or more Loans under a Facility B:

Sacred Rights means any amendment, waiver or consent which would:

SAIBOR means, in relation to any SAR Loan:

Sanctioned Country means a country or territory which is, or whose government is, at any time the subject or target of country-wide or territory-wide Sanctions, including, at the time of this Agreement, Cuba, Iran, North Korea, Crimea and other non-Ukrainian government-controlled areas of Ukraine

**Sanctions **means any economic or financial sanctions, regulations, trade embargoes or other restrictive measures imposed, administered, enacted or enforced from time to time by any Sanctions Authority

Sanctions Authorities means:

Sanctions List means any of the lists of specially designated nationals and blocked persons or designated Persons (or equivalent) maintained by a Sanctions Authority, in each case as amended, supplemented or substituted from time to time

SAR Loan means any Facility A2 SAR Loan or Facility B2 SAR Loan

SCF Provider has the meaning given to it in the definition of “Supply Chain Finance”

**Screen Rate **means in relation to SAIBOR, the Saudi interbank offered rate administered by FTSE International Limited (or any other person which takes over the administration of that rate) for the relevant currency and period displayed on page SUAA of the Thomson Reuters screen as at or about 12:00 pm Saudi Arabian time (or any replacement Thomson Reuters page which displays that rate)

**Secured Obligations **means all present and future obligations and liabilities at any time due, owing or incurred by any Obligor to any Secured Party under the Finance Documents, whether actual or contingent and whether incurred solely or jointly and as principal or surety or in any other capacity

Secured Parties means each Finance Party, a Receiver or any Delegate

**Security **means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect

**Security Documents **means each of the documents listed as being a Security Document in Part 1 of Schedule 2 (Conditions Precedent), which are entered into from time to time, together with any other document entered into, from time to time, by any Obligor creating or expressed to create any Security over all or any part of its assets in respect of the obligations of any of the Obligors under any of the Finance Documents

**Selection Notice **means a notice substantially in the form set out in Part 2 of Schedule 3 (Requests) given in accordance with clause 11 (Interest Periods)

SLL Reference Period means

SLLP means the “Sustainability-Linked Loan Principles” published by the LMA from time to time

**SOFR **means the secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate)

Specified Time means a day or time determined in accordance with Schedule 12 (Timetables)

**SPT **means, in relation to each Sustainability KPI and each SLL Reference Period, the target set out in Schedule 18 (Sustainability KPI Annual Targets)

**Subsidiary **means any person (referred to as the first person) in respect of which another person (referred to as the second person)

For the purposes of this definition: (i) a person shall be treated as a member of another person if any of that person’s Subsidiaries is a member of that other person or if any shares in that other person are held by a person acting on behalf of it or any of its Subsidiaries; (ii) a second person shall be treated as satisfying any one of conditions (a) to (f) above in respect of any person in relation to which any of its Subsidiaries are, or are to be treated as, satisfying any of conditions (a) to (f) above; and (iii) a first person shall include any person the shares or ownership interests in which are subject to Security and where the legal title to the shares or ownership interests so secured are registered in the name of the secured party or its nominee pursuant to such Security

Supply Chain Finance means any arrangement (howsoever described or structured) pursuant to which a bank, financial institution or other third party financier (an SCF Provider):

and includes (without limitation) any reverse factoring, payables finance, confirming, supplier finance or similar arrangement, regardless of the accounting classification of that arrangement in the financial statements of any member of the Group.

Sustainability Amendment Event means:

by a member of the Group which, in each case, could reasonably be expected to materially affect any Sustainability KPI and/or any SPT

Sustainability Breach means:

Sustainability Calculation Date means 1 January in any year

**Sustainability Compliance Certificate **means a certificate substantially in the form set out in Schedule 19 (Form of Sustainability Compliance Certificate)

Sustainability Compliance Certificate Inaccuracy has the meaning given to that term in clause 21.4 (Sustainability Compliance Certificate Inaccuracy)

Sustainability Information means all information (including sustainability performance projections and forecasts) which has been:

Sustainability KPI means each of the key performance indicators set out in the column headed Sustainability KPI in Schedule 18 (Sustainability KPI Annual Targets)

**Sustainability KPI Annual Targets **means the values set out in the columns headed SPT for a particular Sustainability KPI as set out in Schedule 18 (Sustainability KPI Annual Targets)

**Sustainability Margin Adjustment **has the meaning given to that term in clause 10.2 (Sustainability Margin Adjustment)

**Sustainability Margin Adjustment Date **has the meaning given to that term in clause 10.2 (Sustainability Margin Adjustment)

Sustainability Provisions means each of clause 19.11(d) (No misleading information), clause 21.3 (Sustainability Compliance Certificate, Sustainability Report and Verification Report) to clause 21.6 (Review of Sustainability Provisions) (inclusive), clause 23.33 (Sustainability publicity) and clause 39.8 (Sustainability amendments)

**Sustainability Report **has the meaning given to that term in clause 21.3 (Sustainability Compliance Certificate, Sustainability Report and Verification Report)

**Sustainability Review **has the meaning given to that term in clause 21.6 (Review of Sustainability Provisions)

Target Group means any company or group of companies acquired or to be acquired following the date of this Agreement by any member of the Group pursuant to clause 25.20 (Clean Up Period)

**Tax **means any tax, levy, impost, duty or other charge or retention or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same)

Termination Date means:

Third Parties Act has the meaning given to that term in clause 1.4 (Third party rights)

**Total Purchase Price **means the consideration (including associated costs and expenses) for the acquisition 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 (when aggregated with the consideration (including associated costs and expenses) for any other Permitted Acquisition and any Financial Indebtedness or other assumed actual or contingent liability, in each case remaining in any such acquired companies or businesses at the time of acquisition)

**Trade Instruments **means any performance bonds or advance payment bonds issued in respect of the obligations of any member of the Group arising in the ordinary course of trading of that member of the Group

**Transaction Security **means the Security created or expressed to be created pursuant to the Security Documents

**Transfer Certificate **means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Company

Transfer Date means, in relation to an assignment or a transfer, the later of

**Treasury Transactions **means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price

UAE means the United Arab Emirates

UAE Account Security Agreement means the UAE law governed account security agreement in an agreed form dated on or about the date of this Agreement in respect of the UAE Accounts granted by the UAE Guarantor in favour of the UAE Security Agent

UAE Accounts means the UAE Collections Accounts and the UAE Operating Accounts

UAE Collections Account means:

UAE Guarantee means:

UAE Guarantor means Energy Oilfield Supplies FZCO (a limited liability company incorporated in the DMCC within the United Arab Emirates, with commercial registration number DMCC2131)

UAE Obligor means the UAE Guarantor and each other Obligor incorporated in the UAE

UAE Operating Account means:

**Unpaid Sum **means any sum due and payable but unpaid by an Obligor under the Finance Documents

URRMA means the Unified Registry for Rights on Movable Property established in the Kingdom of Saudi Arabia pursuant to the Movable Property Security Law issued by Royal Decree No. M/94 dated 15/08/1441H (corresponding to 8 April 2020G) and Council of Ministers Resolution No. 512 dated 14/08/1441H (corresponding to 7 April 2020G) and published in Um Al-Qura on 17/08/1441H (corresponding to 10 April 2020G), or any other successor entity or forum

US means the United States of America

**USD Loan **means any Facility A1 Loan, Facility A3 Loan, Facility A4 Loan, Facility B1 Loan, Facility B3 Loan, Facility B4 Loan, Facility B5 Loan or Facility B6 Loan

US Government Securities Business Day means any day other than

Utilisation means a utilisation of a Facility

**Utilisation Date **means the date of a Utilisation, being the date on which the relevant Loan is to be made

**Utilisation Request **means a notice substantially in the relevant form set out in Part 1 (Utilisation Request) of Schedule 3 (Requests)

VAT means

Verification Report has the meaning given to that term in clause 21.3 (Sustainability Compliance Certificate, Sustainability Report and Verification Report)

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and the amount by which Ancillary Outstandings are, repaid or prepaid under clauses 1.2(g)(i) and 1.2(g)(ii) above is the amount of the relevant cash cover, reduction or cancellation.

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Where any natural person gives a certificate or other document or otherwise gives a representation or statement on behalf of any of the parties to the Finance Documents pursuant to any provision thereof and such certificate or other document, representation or statement proves to be incorrect, the individual shall incur no personal liability in consequence of such certificate, other document, representation or statement being incorrect save where such individual acted fraudulently in giving such certificate, other document, representation or statement (in which case any liability of such individual shall be determined in accordance with applicable law).

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Subject to the terms of this Agreement:

W.L.L. a dollar term loan facility in an aggregate amount equal to the Total Facility A1 Commitments;

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One or more Incremental Facilities may be established and made available pursuant to clause 7 (Establishment of Incremental Facilities).

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No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

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A Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation:

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A Borrower may utilise Facility A, Facility B1 or an Incremental Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

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An Ancillary Facility may be made available by way of:

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(in each case in respect of such Ancillary Outstandings and in form and substance satisfactory to such Ancillary Lender) within sixty (60) days from the earlier of:

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Each Borrower shall procure that:

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