The Notes will bear interest at a rate of 12.00% per annum, payable in kind semi-annually on May 15 and November 15, and will mature three years from the issue date. The Notes will not be subject to any call protection or financial covenants. The Offering includes a commitment premium, payable in kind (the "Commitment Premium").

Syndication

The Commitments were provided by certain holders of the 12.00% senior notes due 2029 (the "Existing 2029 Noteholders") issued by NFE Financing LLC. Each Existing 2029 Noteholder has the opportunity to subscribe for its ratable share of the Notes. Any Existing 2029 Noteholder that provides a commitment to subscribe for its share of the Notes by May 18, 2026 will receive its pro rata share of the Commitment Premium upon the closing of the financing. Existing 2029 Noteholders can obtain further details about participating in the Notes through the notes trustee or by contacting Houlihan Lokey at [email protected] or Perella Weinberg Partners at [email protected].

Conditions Precedent

The issuance of the Notes is subject to certain conditions precedent, including completion of definitive documentation, the receipt of certain consents, and other customary conditions, but the issuance of the Notes is not conditioned on the consummation of the transactions contemplated by that certain Restructuring Support Agreement, dated as of March 17, 2026 (the "RSA"), by and among NFE, each of NFE's directly and indirectly owned subsidiaries, each other Obligor (as defined in the RSA each of the holders or lenders of, or the investment advisor or manager to a beneficial holder(s) or lender(s) of, the Debt (as defined in the RSA) party thereto and Kroll Issuer Services Limited, in its capacity as information agent, as amended, restated, amended and restated, supplemented, or modified from time to time as permitted thereby.

Use of Proceeds

NFE Brazil intends to use the net proceeds from the Offering for the following purposes: (i) up to approximately $368 million for operations, capital expenditures, working capital, letter of credit and similar needs, transaction costs, and payment in full of all trade payables owed to NFE as of the issue date, (ii) approximately $52 million to refinance the existing bridge term loan held by NFE Brazil Holdings Limited (the "Brazil Bridge Term Loan"), (iii) approximately $420 million to refinance certain existing notes issued by NFE Brazil (the "Brazil Financing Notes"), and (iv) approximately $45 million to certain cash reserves established in connection with the UK RP (as defined below).