PGS ASA

Binding Agreements with Majority of Lenders - Seite 2

The representative of all of the ECF financing parties has entered into the Consent and Amendment Agreement which (i) provides for the proposed amendments to the ECF and (ii) maintains the forbearance arrangements (including restrictions on acceleration and enforcement action) (the “Forbearance”) as put in place with the ECF following the previous market announcement on September 25, 2020. The non-amendment terms of the Consent and Amendment Agreement are effective immediately and are subject to customary termination events.  The amendment terms will become effective upon the consummation of the Transactions.

The Lock-Up Agreement has been entered into by RCF and TLB lenders representing in aggregate 79.6% by amount and 65.3% by number, including:

• An informal Ad-Hoc Committee of TLB lenders and certain other TLB lenders representing 78.9% of the ~$522 million TLB facilities
• 100% of the $215 million 2023 RCF
• 50.4% of the $135 million 2020 RCF

The Lock-Up Agreement outlines the terms of the proposed amendments to the RCF/TLB Credit Agreement. Under the terms of the Lock-Up Agreement, the lenders have agreed, among other things, to take such steps as are required to support the implementation and the consummation of the Transactions. The Lock-Up Agreement also maintains the terms of the Forbearance arrangement as put in place with the majority of the RCF and TLB lenders prior to the previous market announcement on September 25, 2020. The terms of the Lock-Up Agreement are effective immediately and subject to customary undertakings and termination events.

Following this announcement, the Company will launch a request for support from TLB lenders who have not yet seen the details of the Transactions and from RCF lenders who have not yet signed the Lock-Up Agreement.

Unless 100% of the RCF and TLB lenders consent to the Transactions, the amendments to the RCF and TLB will be implemented pursuant to an English law scheme of arrangement upon approval of the English Court, after obtaining the necessary majority creditor consent (being 75% by value and a majority in number of the total RCF and TLB voting in the Scheme) (the “Scheme”). The Scheme will enable the Transaction in respect of the RCF and TLB to be implemented and bind all RCF and TLB lenders (including those who vote against or do not vote). To date, lenders holding a sufficient amount of RCF and TLB debt to meet the relevant Scheme approval levels have already signed the Lock-up Agreement. The governing law of the RCF and TLB has been changed to English law in furtherance of the Scheme.