AMENDMENT NO. 1 to Second Lien Seller Term Loan Credit Agreement

Exhibit 10.9

Execution Version

AMENDMENT NO. 1 to Second Lien Seller Term Loan Credit Agreement

This AMENDMENT NO. 1 to SECOND LIEN SELLER TERM LOAN CREDIT AGREEMENT (this “Agreement”) dated as of April 10, 2024 (the “Amendment Execution Date”), but effective as of March 28, 2024 (the “Effective Date”), is among Forum Energy Technologies, Inc., a Delaware corporation (“Forum”), as borrower (in such capacity, the “Borrower”), the lenders identified on the signature pages hereof (together with their successors and permitted assigns, the “Lenders” and each, a “Lender”) and Variperm Energy Services Partnership, an Alberta general partnership (“VES Partnership”), as administrative agent and collateral agent for each of the Lenders (in such capacities, the “Agent”).

Recitals

A.    WHEREAS, Variperm Holdings Ltd., an Alberta corporation (the “Company”), VES Partnership, Xxxxx Xxxxx, a resident of Alberta (“Xxxxx”), Xxxxx Xxxxxxxxx, a resident of Alberta (“Xxxxxxxxx”), Slotting RemainCo Limited Partnership, an Alberta limited partnership (“Remainco” and together with VES Partnership, Xxxxx and Xxxxxxxxx, the “Sellers” and each, a “Seller”), Forum, Forum Canada ULC, an Alberta corporation (the “Purchaser”) and VES Partnership in its capacity as the representative of the Sellers are parties to that certain Stock Purchase Agreement, dated as of November 1, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Stock Purchase Agreement”), pursuant to which the Sellers have sold to the Purchaser and the Purchaser has purchased from the Sellers the Shares (as defined in the Stock Purchase Agreement) (the “Sale”);

B.    WHEREAS, the Borrower, the Lenders and the Agent are parties to that certain Second Lien Seller Term Loan Credit Agreement dated as of January 4, 2024 (as amended, restated, supplemented or otherwise modified prior to the execution hereof, the “Existing Term Loan Credit Agreement”; and the Existing Term Loan Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time, including, without limitation, as amended by this Agreement, the “Term Loan Credit Agreement”), pursuant to which the Lenders have made certain Loans available to and on behalf of the Borrower in order to finance the Sale;

C.    WHEREAS, pursuant to the Stock Purchase Agreement, if the Closing Cash Amount (as defined in the Stock Purchase Agreement, the “Closing Cash Amount”) as determined pursuant to Section 2.05 of the Stock Purchase Agreement is less than the Estimated Closing Cash Amount (as defined in the Stock Purchase Agreement, the “Estimated Closing Cash Amount”), then (i) the principal amount of the Loans shall be reduced (the “Principal Reduction”), effective as of the Closing Date (as defined in the Stock Purchase Agreement), by an amount equal to the Reduction Amount (as defined in the Stock Purchase Agreement, the “Reduction Amount”) and (ii) the interest accrued with respect to such Reduction Amount shall be correspondingly reduced (the “Interest Reduction” and together with the Principal Reduction, the “Loan Reduction”; the interest accrued with respect to such Reduction Amount, as reduced

pursuant to the Interest Reduction, the “Reduced Interest”) to reflect such reduction in the principal amount;

D.    WHEREAS, the Closing Cash Amount has been determined pursuant to Section 2.05 of the Stock Purchase Agreement to be less than the Estimated Closing Cash Amount; and

E.    WHEREAS, the Borrower, the Lenders and the Agent have agreed to amend certain provisions of the Existing Term Loan Credit Agreement in order to reflect the Loan Reduction and to amend certain other provisions as more fully set forth herein.

F.    NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, agree as follows:

Defined Terms. Each capitalized term which is defined in the Term Loan Credit Agreement, but which is not defined in this Agreement, shall have the meaning ascribed such term in the Term Loan Credit Agreement.

Amendments to Existing Term Loan Credit Agreement.

Amendment to Section 1.1. Section 1.1 of the Existing Term Loan Credit Agreement is hereby amended, effective as of the Closing Date, by amending and restating the second sentence of the definition of “Loans” in Section 1.1 in its entirety to read as follows:

“The amount of the Loans made on the Closing Date shall be $59,676,939.”

Amendment to Section 2.1(a). Section 2.1(a) of the Existing Term Loan Credit Agreement is hereby amended, effective as of the Closing Date, by amending and restating clause (ii) thereof in its entirety to read as follows:

“(ii) the aggregate principal amount of the Loans deemed to have been made by each Lender hereunder equals $59,676,939.”

Amendment to Section 8.1. Section 8.1 of the Existing Term Loan Credit Agreement is hereby amended to add the following proviso at the end thereof to read as follows:

“provided that any failure by the Borrower to make any payment hereunder resulting from a failure by the Agent to provide in writing upon the request of the Borrower made at least ten (10) Business Days prior to the due date for any such payment (whether consisting of interest, fees, charges or other amounts (including principal)) either (i) payment and/or wiring instructions for any Lender or (ii) confirmation that there have been no changes to such payment and/or wiring instructions from what was previously provided, in each case, no later than three (3) Business Days prior to the due date for any such payment shall only constitute a Default or an Event of Default if the Borrower fails to make such payment no later than the later of (x) the receipt by Borrower of such corresponding payment and/or wiring instructions from the Agent and (y) the due date for such payment as otherwise set forth in this Agreement; provided, further, that notwithstanding anything to the contrary in this Agreement or any other Loan Document, the

Borrower shall be permitted to rely on the most recently delivered Register, list of Lenders and/or wire instructions delivered to the Borrower and no Default or Event of Default shall occur in respect of any payment made under this Agreement or any other Loan Document by any Loan Party (whether consisting of interest, fees, charges or other amounts (including principal)) if made in accordance with such Register, list of Lenders and/or wire instructions most recently received;”

Amendment to Schedule C-1. Schedule C-1 of the Existing Term Loan Credit Agreement is hereby replaced in its entirety with Schedule C-1 attached hereto as Exhibit A.

Waiver by Xxxxxxx. The Lenders hereby waive any and all interest accrued prior to the Effective Date pursuant to Section 2.5(a) of the Existing Term Loan Credit Agreement in excess of the Reduced Interest.

Miscellaneous.

Confirmation; Effect of this Agreement. Except as expressly set forth in Section 2 hereof, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Agent or the Lenders under the Existing Term Loan Credit Agreement or any other Loan Document and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or other provisions contained in the Existing Term Loan Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. It is the express intent of the parties hereto that nothing contained herein shall be, nor shall be construed as, a substitution or novation of the Obligations under the Existing Term Loan Credit Agreement and the other Loan Documents, all of which are and shall remain in full force and effect as expressly amended hereby. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or other provisions contained in the Term Loan Credit Agreement or any other Loan Document in similar or different circumstances after the date hereof.

Ratification and Affirmation; Representations and Warranties. The Borrower (a) acknowledges the terms of this Agreement and the Existing Term Loan Credit Agreement as amended hereby, (b) represents and warrants to the Agent and the Lenders that as of the Amendment Execution Date, after giving effect to this Agreement: (i) all of the representations and warranties contained in each Loan Document are true and correct in all material respects (without duplication of materiality), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (without duplication of materiality) as of such specified earlier date, and (ii) no Default or Event of Default has occurred and is continuing and (c) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document and agrees that each Loan Document remains in full force and effect as expressly amended hereby.

CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION. Article 12 of the Term Loan Credit Agreement shall apply to this Agreement, mutatis mutandis.

Severability of Provisions. Section 17.4 of the Term Loan Credit Agreement shall apply to this Agreement, mutatis mutandis.

Counterparts; Electronic Execution. Section 17.7 of the Term Loan Credit Agreement shall apply to this Agreement, mutatis mutandis.

No Oral Agreement. Section 17.12 of the Term Loan Credit Agreement shall apply to this Agreement, mutatis mutandis.

Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns in accordance with Section 13.2 of the Term Loan Credit Agreement.

Loan Documents. This Agreement is a Loan Document.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed effective as of the Effective Date.

BORROWER:			FORUM ENERGY TECHNOLOGIES, INC.
			By:			/s/ Xxxx Xxx_________________________
			Name:			Xxxx Xxx
			Title:			President and CEO

Amendment No. 1 to Second Lien Seller Term Loan Credit Agreement
Signature Page

			VARIPERM ENERGY SERVICES PARTNERSHIP, BY ITS BOARD OF REPRESENTATIVES, as Agent
			By:			/s/ Xxxxxxxx Xxxxx-Godwin___________
			Name:			Xxxxxxxx Xxxxx-Xxxxxx
			Title:			Board Representative

Amendment No. 1 to Second Lien Seller Term Loan Credit Agreement
Signature Page

			SCF-VIII, L.P., as a Lender By: /s/ Xxxxxxx XxXxxx______________ Name: Xxxxxxx XxXxxx Title: Partner of Ultimate General Partner XXXX HOLDINGS INC., as a Lender By: /s/ Xxxxx Xxxxxxxx_______________ Name: Xxxxx Xxxxxxxx Title: Director RKK HOLDINGS LTD., as a Lender By: /s/ Xxxx Xxxxxxxx________________ Name: Xxxxx Xxxxxxxx Title: President ANRYL HOLDINGS LTD., as a Lender By: /s/ Xxxxxx Xxxxx__________________ Name: Xxxxxx Xxxxx Title: Authorized Signatory CBDD INVESTMENTS, LLC, as a Lender
			By:			/s/ Xxxxx Xxxxxx________________
			Name:			Xxxxx Xxxxxx
			Title:			Chief Financial Officer, Managing Director
			CPPIB CREDIT INVESTMENTS INC., as a Lender By: /s/ Xxxxx Xxxxx_________________ Name: Xxxxx Xxxxx Title: Authorized Signatory NATIONWIDE MUTUAL INSURANCE COMPANY, as a Lender By: /s/ Xxxx Xxxxxx_________________ Name: Xxxx Xxxxxx Title: Authorized Signatory

Amendment No. 1 to Second Lien Seller Term Loan Credit Agreement
Signature Page

			XXXXX XXXXXXXX, as a Lender
			By:			/s/ Xxxxx Xxxxxxxx_____________
			Name:			Xxxxx Xxxxxxxx
			XXXXXXX XXXXX LENDING PARTNERS LLC, as a Lender By: /s/ Xxxxxxxxx Xxxxxxx_________ Name: Xxxxxxxxx Xxxxxxx Title: Authorized Signatory
			XXXXX XXXXX, as a Lender
			By:			/s/ Xxxxx Xxxxx________________
			Name:			Xxxxx Xxxxx

Amendment No. 1 to Second Lien Seller Term Loan Credit Agreement
Signature Page

			XXXXX XXXXXXXXX, as a Lender
			By:			/s/ Xxxxx Xxxxxxxxx______________
			Name:			Xxxxx Xxxxxxxxx
			XXXXX XXXXXXXX, as a Lender
			By:			/s/ Xxxxx Xxxxxxxx_____________
			Name:			Xxxxx Xxxxxxxx
			XXXXX XXXXXXX, as a Lender
			By:			/s/ Xxxxx Xxxxxxx______________
			Name:			Xxxxx Xxxxxxx
			XXXXXX XXXXX, as a Lender
			By:			/s/ Xxxxxx Xxxxx________________
			Name:			Xxxxxx Xxxxx
			XXXXXXX XXXXX, as a Lender
			By:			/s/ Geordie White_______________
			Name:			Xxxxxxx Xxxxx
			XXXXX XXXXXX, as a Lender
			By:			/s/ Xxxxx Xxxxxx________________

Amendment No. 1 to Second Lien Seller Term Loan Credit Agreement
Signature Page

			Name:			Xxxxx Xxxxxx
			XXX XXXXXXXXX, as a Lender
			By:			/s/ Xxx Xxxxxxxxx_______________
			Name:			Xxx Xxxxxxxxx
			XXXXX XXXXXXXX, as a Lender
			By:			/s/ Xxxxx Xxxxxxxx______________
			Name:			Xxxxx Xxxxxxxx
			XX XXX, as a Lender
			By:			/s/ Da Zhu_____________________
			Name:			Xx Xxx
			XXXXXXX XX,
			as a Lender
			By:			/s/ Xxxxxxx Xx_________________
			Name:			Xxxxxxx Xx

Amendment No. 1 to Second Lien Seller Term Loan Credit Agreement
Signature Page

SEVERALLY AND NOT JOINTLY,

FOUR POINTS MULTI-STRATEGY MASTER FUND, INC.,

as a Lender

By: Xxxxxxxx Capital Management, Inc., its

Investment Manager

By: /s/ Xxxxx Xxxxxxxxxx___________________

Name: Xxxxx Xxxxxxxxxx

Title: General Counsel and Chief Compliance Officer

ELECTRONIC DATA SYSTEMS RETIREMENT PLAN,

as a Lender

By: Xxxxxxxx Capital Management, Inc., its

Investment Manager

By: /s/ Xxxxx Xxxxxxxxxx___________________

Name: Xxxxx Xxxxxxxxxx

Title: General Counsel and Chief Compliance Officer

DXC UK PENSION SCHEME,

as a Lender

By: Xxxxxxxx Capital Management, Inc., its

Investment Manager

By: /s/ Xxxxx Xxxxxxxxxx___________________

Name: Xxxxx Xxxxxxxxxx

Title: General Counsel and Chief Compliance Officer

Exhibit A

[See attached]

Schedule C-1

Allocations

Lenders			Term Loans (USD)
SCF-VIII, L.P.			$24,786,204.11
CBDD Investments, LLC			$15,767,332.64
CPPIB Credit Investments Inc.			$6,820,773.15
Xxxx Holdings Inc.			$2,916,568.66
RKK Holdings Ltd.			$2,916,568.66
Nationwide Mutual Insurance Company			$2,031,116.17
Xxxxx Xxxxxxxx			$930,793.43
Xxxxxxx Xxxxx Lending Partners LLC			$740,624.53
Four Points Multi-Strategy Master Fund, Inc.			$603,279.99
Xxxxx Xxxxx			$563,374.97
Electronic Data Systems Retirement Plan			$241,803.05
Xxxxxxx Xxxxx			$196,348.44
Anryl Holdings Ltd.			$194,437.91
Xxxxx Xxxxxxxxx			$159,214.66
Xxxxx Xxxxxxxx			$146,967.38
Xxxxx Xxxxxxx			$146,967.38
Xxxxxx Xxxxx			$146,967.38
DXC UK Pension Scheme			$85,908.99
Xxxxx Xxxxxx			$73,483.70
Xxx Xxxxxxxxx			$73,483.70
Xxxxx Xxxxxxxx			$48,989.13
Xx Xxx			$48,989.13
Xxxxxxx Xx			$36,741.85
Total:			$59,676,939