BRISTOW HOLDINGS U.S. INC. (f/k/a BRISTOW GROUP INC.) as Resigning Parent

THE ENTITIES LISTED IN SCHEDULE 1 PART 1 as Borrowers

THE ENTITIES LISTED IN SCHEDULE 1, PART 2 as Guarantors

THE ENTITIES LISTED IN SCHEDULE 1, PART 3 as Security Obligors

BRISTOW GROUP INC. (f/k/a/ ERA GROUP INC.). as Acceding Party

BARCLAYS BANK PLC as Agent

BARCLAYS BANK PLC as Security Agent

1.

Definitions and interpretation

2.

Effective Date

3.

Amendment and restatement

4.

Accession by the Acceding Party

5.

Transfer of Role of Parent

6.

Resignation of Resigning Parent

7.

Confirmations

8.

Further assurance

9.

Representations

10.

Relationship with other Finance Documents

11.

Miscellaneous

12.

Law and jurisdiction

1.      

Borrowers, Guarantors and Security Obligors

Part 1 Guarantors

Part 2 Security Obligors

2.

Conditions Precedent

3.

The Amended Agreement

BRISTOW HOLDINGS U.S. INC. (f/k/a BRISTOW GROUP INC.) (the “Resigning Parent”);

THE PERSONS LISTED IN SCHEDULE 1, PART 1 (The Borrowers) (the “Borrowers”);

THE PERSONS LISTED IN SCHEDULE 1, PART 2 (The Guarantors) (the “Guarantors”);

THE PERSONS LISTED IN SCHEDULE 1, PART 3 (The Security Obligors) (the “Security Obligors”);

BRISTOW GROUP INC. (f/k/a ERA GROUP INC.) a company incorporated in Delaware (the “Acceding Party”);

BARCLAYS BANK PLC as agent of the other Finance Parties (the “Agent”); and

BARCLAYS BANK PLC as security trustee for the Secured Parties (the “Security Agent”).

The Resigning Parent and the Agent, amongst others, entered into a facilities agreement dated 17 April 2018 (as amended from time to time up to the date of this Deed, the “Agreement”).

The Resigning Parent and the Acceding Party have consummated a merger pursuant to The Agreement and Plan of Merger, dated as of January 23, 2020, by and among the Acceding Party, Ruby Redux Merger Sub, Inc. and the Resigning Parent which has resulted in the Resigning Parent becoming a wholly owned Subsidiary of the Acceding Party (the “Merger”).

This Deed:

puts into effect, by way of amendment and restatement, certain amendments to the Agreement, which have been agreed between the Resigning Parent, the Borrowers, the Guarantors and the Agent;

contains confirmations in relation to guarantees given by the Guarantors;

contains confirmations in relation to security interests granted by the Security Obligors;

provides for the accession of the Acceding Party as a party to the Agreement as a Guarantor;

provides for the transfer of the rights and obligations of the Resigning Parent in its role as Parent and Obligors’ Agent under the Finance Documents to the Acceding Party;

provides for the resignation of the Resigning Parent from its role as a Guarantor under the Agreement; and

deals with related matters.

DEFINITIONS AND INTERPRETATION

Definitions

the English law security agreement dated 17 April 2018 made between (1) Bristow Helicopters Limited as the chargor and (2) the Security Agent;

the English law charge over bank accounts dated 17 April 2018 made between (1) Bristow Norway AS as the chargor and (2) the Security Agent;

the Norwegian law security agreement dated 17 April 2018 made between (1) Bristow Norway AS as the chargor and (2) the Security Agent;

the New York law security agreement dated 26 June 2020 made between (1) Bristow U.S. LLC as the grantor and (2) the Security Agent as the collateral agent; and

the English law charge over receivables dated 26 June 2020 made between (1) Bristow U.S. LLC as the chargor and (2) the Security Agent.

Terms defined in the Amended Agreement

Construction

EFFECTIVE DATE

Conditions precedent

Long-stop Date

AMENDMENT AND RESTATEMENT

Amendment and restatement

Consents

ACCESSION BY THE ACCEDING PARTY

With effect from the Effective Date, the Acceding Party shall automatically accede and become party to the Agreement as the Parent, a Guarantor and the Obligors’ Agent.

The Acceding Party acknowledges and confirms that:

by its accession it becomes a Guarantor for the purposes of clause 23 (Guarantee and indemnity) of the Amended Agreement; and

by entering into this Deed it irrevocably appoints Bristow Helicopters Limited as its agent for service of process pursuant to clause 50.2 (Service of process) of the Amended Agreement.

The Acceding Party is a corporation incorporated in the state of Delaware.

The Acceding Party confirms that it has received a true and up-to-date copy of each of the Finance Documents.

The Acceding Party confirms that no Default is continuing or would occur as a result of it becoming the Parent.

The address and fax number of the Acceding Party for the purpose of clause 38.3 (Addresses) of the Amended Agreement are as follows:

TRANSFER OF ROLES

Transfer

On the Effective Date the Resigning Parent, in its capacity as Parent and the Obligors’ Agent under the Agreement, irrevocably transfers by way of novation its rights and obligations under the Agreement and the other Finance Documents to the Acceding Party and the Acceding Party irrevocably assumes such rights and obligations.

The Acceding Party undertakes, from the Effective Date, to perform all obligations expressed to be undertaken in the Finance Documents by the Parent, a Guarantor and the Obligors’ Agent and agrees that it shall be bound by the terms of the Agreement, the Amended Agreement and the other Finance Documents as the Parent, a Guarantor and the Obligors’ Agent in all respects as if it had been an original party to the Agreement as the Parent, a Guarantor and the Obligors’ Agent. For the avoidance of doubt the Acceding Party agrees to bear any liabilities (whether actual or contingent) of the Resigning Parent, in its capacity as the Parent, a Guarantor and the Obligors’ Agent arising or relating to the period prior to the Effective Date.

With effect from the Effective Date, each of the Agent (on behalf of the Finance Parties), the Borrowers and the Guarantors irrevocably releases, waives and discharges the Resigning Parent from all obligations liabilities, claims, warranties and demands of any kind (whether actual or contingent) which may be owing to the Finance Parties, the Borrowers or the Guarantors by the Resigning Parent in its capacity as the Parent, a Guarantor and the Obligors’ Agent under or in connection with the Finance Documents. From the Effective Date each of the Agent (acting upon the instructions of all the Lenders and on behalf of the Finance Parties), the Borrowers and the Guarantors accepts, in place of those obligations, liabilities, claims, warranties and demands, the undertaking of the Acceding Party set out in Clause 5.1(b) above.

Each of the Agent (on behalf of the Finance Parties), the Borrowers and the Guarantors agrees that, with effect from the Effective Date, the Acceding Party will be entitled to all its rights, powers, interests and benefits of the Parent, a Guarantor and the Obligors’ Agent under the Finance Documents as if it had been the Parent, a Guarantor and the Obligors’ Agent under the Agreement in lieu of the Resigning Parent on the date on which it was made.

Each Borrower and Guarantor acknowledges that, from the Effective Date, the Acceding Party will be entitled to act on its behalf as its agent in relation to the Finance Documents in accordance with clause 2.4(a) (Obligors’ Agent) of the Amended Agreement.

Consent

RESIGNATION OF RESIGNING PARENT

Resignation

With effect from the Effective Date:

the Resigning Parent resigns from its capacity as a Guarantor under the Agreement;

the Agent (on behalf of the Finance Parties) releases, waives and discharges the Resigning Parent from all obligations, liabilities, claims, warranties and demands of any kind (whether actual or contingent) which may be owing to the Finance Parties by the Resigning Parent in its capacity as a Guarantor, under or in connection with clause 23 (Guarantee and indemnity) for the Agreement and all and any liability in respect of any breach or non-performance of such obligations; and

the Resigning Parent shall cease to be party to the Agreement.

The Resigning Parent confirms that:

no Default is continuing or would occur as a result of it resigning as a Guarantor under the Agreement; and

no payment is due from it under clause 23.1 (Guarantee and indemnity) of the Agreement.

Consent

CONFIRMATIONS

Guarantee confirmations

consents to the amendment and restatement of the Agreement effected by Clause 3 (Amendment and restatement);

confirms for the benefit of the Finance Parties that:

its obligations as a Guarantor under Clause 23 (Guarantee and indemnity) of the Agreement (the “Guaranteed Obligations”) are not discharged or (except as set out in Clause 7.1(b)(ii)) otherwise affected by those amendments or the other provisions of this Deed and shall accordingly continue in full force and effect; and

the Guaranteed Obligations shall after the Effective Date extend to the obligations of each Obligor under the Amended Agreement and under any other Finance Documents, including the New Finance Documents.

as an independent obligation, with effect from the Effective Date undertakes to each Finance Party to be bound by Clause 23 (Guarantee and indemnity) of the Amended Agreement as if it had been set out in full again here with such changes as are appropriate to fit this context, for the avoidance of doubt with references to the Finance Documents including the Amended Agreement and any New Finance Documents and references to the Obligors including the Acceding Guarantor; provided that a Guarantor shall automatically cease to be bound by this clause when it ceases to be an Obligor under the Amended Agreement, any demands or payments under this guarantee and indemnity shall be made in accordance with the terms of the Amended Agreement and no Obligor shall be required to make a payment in respect of the same liability under both this clause and the Amended Agreement.

Security Interest confirmations

consents to the amendment and restatement of the Agreement effected by Clause 3 (Amendment and restatement); and

confirms to the Security Agent for the benefit of the Secured Parties that:

its obligations under, and the Security Interests granted by it in and pursuant to, the Security Document(s) to which it is a party are not discharged or (except as set out in Clause 7.2(b)(ii)) otherwise affected by those amendments or the other provisions of this Deed and shall accordingly remain in full force and effect; and

the Secured Obligations, including for the purposes of the Security Documents, shall after the Effective Date extend to the obligations of each Obligor under the Amended Agreement and under any other Finance Documents, including the New Finance Documents.

FURTHER ASSURANCE

REPRESENTATIONS

Each Obligor Party (excluding the Acceding Party and on the Effective Date excluding the Resigning Party) makes the Repeating Representations:

on the date of this Deed; and

on the Effective Date, immediately after the amendment and restatement of the Agreement pursuant to Clause 3 (Amendment and restatement) has taken effect.

The Acceding Party (by reference to the facts and circumstances then existing and in relation to itself and its Subsidiaries) makes each of the Repeating Representations and the representations in clauses 24.9 (Solvency), 24.11 (Deduction of Tax), paragraphs (a) and (d) of Clause 24.14 (Financial Statements), 24.15 (No proceedings), 24.16 (No breach of laws) and 24.18 (Taxation) of the Amended Agreement on the Effective Date , immediately after the amendment and restatement of the Agreement pursuant to Clause 3 (Amendment and restatement) has taken effect.

RELATIONSHIP WITH OTHER FINANCE DOCUMENTS

Status

Continuing effect

No waiver

MISCELLANEOUS

LAW AND JURISDICTION

Governing law

Jurisdiction

The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute relating to the existence, validity or termination of this Deed or any non-contractual obligation arising out of or in connection with this Deed) (a “Dispute”).

The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

This Clause 12.2 is for the benefit of the Finance Parties and Secured Parties only. As a result, no Finance Party or Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties and Secured Parties may take concurrent proceedings in any number of jurisdictions.

A copy of the constitutional documents of Bristow Norway AS (No: vedtekter, firmaattest) and a copy of the constitutional documents of each of the other Borrowers and Guarantors or confirmation that there have been no changes to its constitutional documents from those last delivered by it to the Agent.

A copy of the constitutional documents (the certificate of incorporation and the bylaws) of the Acceding Party as in effect on the date of this Deed, certified as of a date reasonably near to the Effective Date as being a true and complete copy thereof by the Secretary of State of the State of Delaware.

A copy of a certificate of good standing of the Acceding Party, dated on or around the Effective Date from the Secretary of State of the State of Delaware.

A copy of a resolution of the board of directors of each of the Borrowers, the Guarantors (other than the Resigning Parent) and the Acceding Party:

approving the terms of, and the transactions contemplated by, the New Finance Documents to which it is a party and resolving that it execute, deliver and perform those documents to which it is a party;

authorising a specified person or persons to execute those documents on its behalf; and

authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, in relation to the Acceding Party, any Utilisation Request) to be signed and/or despatched by it under or in connection with the New Finance Documents.

A copy of a resolution signed by all the holders of the issued shares in Bristow Helicopter Limited, approving the terms of, and the transactions contemplated by the New Finance Documents to which Bristow Helicopters Limited is a party.

A specimen of the signature of each person authorised by the resolution referred to in Paragraph 4 which has signed a New Finance Document or a certificate referred to in paragraph 7 below.

A certificate of a director or authorised signatory of each of the Borrowers, the Resigning Parent and the Acceding Party that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Deed.

A certificate of the Acceding Party (signed by a director or equivalent officer or an authorised signatory) confirming that, subject to applicable local law qualifications, guaranteeing the Total Commitments would not cause any guarantee or similar limit binding on the Acceding Party to be exceeded.

A copy of this Deed executed by each Obligor Party.

The following legal opinions, each addressed to the Agent, the Security Agent, the Arrangers, the Bookrunners, the Issuing Banks, the Swingline Lender and the Lenders and in the form provided prior to the date of this Agreement:

a legal opinion of Mayer Brown International LLP, legal advisors to the Agent as to matters of English law;

a legal opinion of Advokatfirmaet BAHR AS, legal advisors to the Agent, as to matters of Norwegian law;

a legal opinion of Phelps Dunbar, L.L.P, as legal advisors to the Obligor Parties, as to matters of the law of the State of Louisiana; and

a legal opinion of Baker Botts L.L.P., legal advisors to the Obligor Parties, as to matters of Delaware general corporate law.

If available, the latest audited financial statements of the Acceding Party.

A Certificate of Merger confirming the Merger has been completed.

In respect of the Acceding Party, the Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the US PATRIOT Act.

To the extent the Acceding Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Acceding Party.

1.

Definitions and interpretation

2.

The Facilities

3.

Purpose

4.

Conditions of Utilisation

5.

Utilisation - Loans

6.

Utilisation – Letters of Credit

7.

Letters of Credit

8.

Swingline Loans

9.

Agreed Currencies

10.

Repayment

11.

Illegality, voluntary prepayment and cancellation

12.

Mandatory prepayment and cancellation

13.

Restrictions

14.

Interest

15.

Interest Periods

16.

Changes to the calculation of interest

17.

Fees

18.

Tax gross up and indemnities

19.

Increased costs

20.

Other indemnities

21.

Mitigation by the Lenders

22.

Costs and expenses

23.

Guarantee and indemnity

24.

Representations

25.

Information undertakings

26.

Financial Covenants

27.

General undertakings

28.

Events of Default

29.

Changes to the Lenders

30.

Restriction on Debt Purchase Transactions

31.

Changes to the Obligors

32.

Role of the Agent, the Arrangers, the Issuing Bank and others

33.

The Security Agent

34.

Conduct of business by the Finance Parties

35.

Sharing among the Finance Parties

36.

Payment mechanics

37.

Set-off

38.

Notices

39.

Calculations and certificates

40.

Partial invalidity

41.

Remedies and waivers

42.

Amendments and waivers

43.

Confidential Information

44.

Confidentiality of Funding Rates

45.

Disclosure of Lender details by Agent

46.

USA Patriot Act

47.

Contractual recognition of bail-in

48.

Acknowledgement regarding any supported QFCs

49.

Counterparts

50.

Governing law

51.

Enforcement

1.

The Original Parties

2.

Conditions precedent

3.

Requests and notices

4.

Form of Transfer Certificate

5.

Form of Assignment Agreement

6.

Form of Accession Deed

7.

Form of Resignation Letter

8.

Form of Substitute Affiliate Lender Designation Notice

9.

Form of Compliance Certificate

10.

LMA Form of Confidentiality Undertaking

11.

Timetables

12.

Form of Increase Confirmation

13.

Forms of Notifiable Debt Purchase Transaction Notice

14.

Form of Aggregate Borrowing Base Certificate

15.

Existing Financial Indebtedness

16.

Initial Collection Accounts

17.

Eligible Account Debtors

BRISTOW GROUP INC. (FORMERLY KNOWN AS ERA GROUP INC.) (the “New Parent”);

THE COMPANIES listed in Schedule 1, Part 1 (The Original Parties) as original borrowers (the “Original Borrowers”);

THE COMPANIES listed in Schedule 1, Part 1 (The Original Parties) as original guarantors (together with the Parent, the “Original Guarantors”);

BARCLAYS BANK PLC and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (the “Arrangers” and “Bookrunners”);

THE FINANCIAL INSTITUTIONS listed in Schedule 1, Part 2 (The Original Lenders) as lenders (the “Original Lenders”);

BARCLAYS BANK PLC as agent of the other Finance Parties (the “Agent”);

BARCLAYS BANK PLC as security trustee for the Secured Parties (the “Security Agent”);

BARCLAYS BANK PLC (the “Original Issuing Bank”); and

BARCLAYS BANK PLC as swingline lender (the “Swingline Lender”).

DEFINITIONS AND INTERPRETATION

Definitions

the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the US;

US federal funds effective rate from time to time plus 0.50 percent; and

LIBOR for a one month interest period (to be initially determined two Business Days prior to the requested Utilisation) plus 1.00 percent,

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 or an Affiliate of such a bank or financial institution; 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),

the Aggregate First Out Availability; and

the Aggregate LILO Availability;

the lesser of:

the US/UK Tranche Commitments plus the Norwegian Tranche Commitments; and

the Aggregate First Out Borrowing Base;

the Aggregate First Out Revolving Exposure in respect of all the Borrowers, provided that, in relation to any proposed Utilisation, any First Out Loans that are due to be repaid by any Borrower at the end of their Interest Period (in accordance with Clause 10.1(a)(Repayment of Loans and Letters of Credit)) and any First Out Letters of Credit the Term of which are due to expire (or in relation to which the Issuing Bank is otherwise satisfied that it will have no further liability), in each case on or before the proposed Utilisation Date (unless and to the extent that such Utilisation due to be repaid is a Rollover Loan in relation to which a Utilisation Request has been submitted prior to the date on which the calculation as to Aggregate First Out Availability is made) shall be deducted from the Aggregate First Out Revolving Exposure (in the case of a First Out Letter of Credit to the extent it would otherwise be included) for the purposes of determining Aggregate First Out Availability in relation to that Utilisation;

in relation to the English Borrower, the aggregate of its First Out Borrowing Base and its LILO Borrowing Base;

in relation to the Norwegian Borrower, the aggregate of its First Out Borrowing Base and its LILO Borrowing Base; and

in relation to the US Borrowers, the aggregate of the US Borrowers’ First Out Borrowing Base and their LILO Borrowing Base;

the lesser of:

the LILO Tranche Commitments; and

the Aggregate LILO Borrowing Base;

the Aggregate LILO Revolving Exposure in respect of all the Borrowers, provided that, in relation to any proposed Utilisation, any LILO Loans that are due to be repaid by any Borrower at the end of their Interest Period (in accordance with Clause 10.1(a) (Repayment of Loans and Letters of Credit)) and any LILO Letters of Credit the Term of which are due to expire (or in relation to which the Issuing Bank is otherwise satisfied that it will have no further liability), in each case on or before the proposed Utilisation Date (unless and to the extent that such Utilisation due to be repaid is a Rollover Loan in relation to which a Utilisation Request has been submitted prior to the date on which the calculation as to Aggregate LILO Availability is made) shall be deducted from the LILO Revolving Exposure (in the case of a LILO Letter of Credit to the extent it would otherwise be included) for the purposes of determining Aggregate LILO Availability in relation to that Utilisation;

in relation to the English Borrower, the aggregate of its First Out Availability and its LILO Availability;

in relation to the Norwegian Borrower, the aggregate of its First Out Availability and its LILO Availability; and

in relation to each US Borrower, the aggregate of the US Borrowers’ First Out Availability and the US Borrowers’ LILO Availability;

the Base Currency Amount of its participation in any outstanding Utilisations under the US/UK Tranche, the Norwegian Tranche and/or the LILO Tranche (as applicable); and

in relation to any proposed Utilisation, the Base Currency Amount of its participation in any other Utilisations under the US/UK Tranche, the Norwegian Tranche and/or the LILO Tranche (as applicable) that are due to be made on or before the proposed Utilisation Date,

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and

in relation to any state other than such an EEA Member Country or (to the extent that the United Kingdom is not such an EEA Member Country) the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation;

the alternate benchmark rate (which may be a SOFR-Based Rate) that has been selected by the Agent and the Obligors’ Agent giving due consideration to:

any selection or recommendation of a replacement rate or the mechanism for determining such a rate by a Governmental Authority; or

any evolving or then-prevailing market convention for determining a rate of interest as a replacement to LIBOR or NIBOR for syndicated loans in the US; and

the Benchmark Replacement Adjustment,

any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of LIBOR or NIBOR with the applicable Unadjusted Benchmark Replacement by a Governmental Authority; or

any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of LIBOR with the applicable Unadjusted Benchmark Replacement for syndicated loans in the US at such time;

in the case of paragraph (a) or (b) of the definition of “Benchmark Transition Event” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of LIBOR or NIBOR or a Governmental Authority permanently or indefinitely ceases to provide LIBOR or NIBOR; or

in the case of paragraph (c) of the definition of “Benchmark Transition Event” the date of the public statement or publication of information referenced therein;

a public statement or publication of information by or on behalf of the administrator of LIBOR or NIBOR announcing that such administrator has ceased or will cease to provide LIBOR or NIBOR, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR or NIBOR;

a public statement or publication of information by the regulatory supervisor for the administrator of LIBOR or NIBOR, a Governmental Authority, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR or NIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or NIBOR or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR or NIBOR, which states that the administrator of LIBOR or NIBOR has ceased or will cease to provide LIBOR or NIBOR permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR or NIBOR; or

a public statement or publication of information by the regulatory supervisor for the administrator of LIBOR or NIBOR announcing that LIBOR or NIBOR is no longer representative;

a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the date falling 90 days prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication); and

in the case of an Early Opt-in Election, the date specified by the Agent or the Majority Lenders, as applicable, by notice to the Obligors’ Agent, the Agent (in the case of such notice by the Majority Lenders) and the Lenders;

the interest (excluding the First Out Applicable Margin or the LILO Applicable Margin (as applicable)) 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 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;

(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 a currency other than US dollars, euro, Norwegian Kroner or sterling) the principal financial centre of the country of that currency;

no Event of Default exists; and

Aggregate Availability being (for thirty consecutive days) equal to or greater than the greater of (i) USD 10,000,000 and (ii) 15 percent of the lesser of the (A) Aggregate Borrowing Base and (B) Total Commitments less the aggregate Availability Block;

an Event of Default, which is continuing; or

Aggregate Availability being less than the greater of (i) USD 10,000,000 and (ii) 15 percent of the lesser of the (A) Aggregate Borrowing Base and (B) Total Commitments less the aggregate Availability Block;

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 to the extent that investment can be turned into cash on not more than 30 days’ notice; or

any other debt security approved by the Majority Lenders,

the Parent ceases to own, directly or indirectly, legal and beneficial title to at least 49 percent of the issued share capital of any Borrower;

any sale, lease, exchange or other transfer (in a single transaction or a series of related transactions) of all or substantially all of the assets of the Parent and its Subsidiaries, taken as a whole, to any “person” or “group” (each within the meaning of the Exchange Act and the rules of the Commission thereunder in effect on the date hereof);

the acquisition of ownership, directly or indirectly, beneficially or of record, by any “person” or “group” (within the meaning of the Exchange Act and the rules of the Commission thereunder as in effect on the date hereof), other than a Permitted Holder, of 50% or more of the outstanding shares of the voting stock of the Parent; or

occupation of a majority of the seats (other than vacant seats) on the board of directors of the Parent by persons who were neither: (i) members of the board of directors immediately following consummation of the Merger (as defined in the Second Amendment and Restatement Agreement), (ii) nominated, appointed or approved by the board of directors nor (iii) appointed by directors so nominated, appointed or approved,

the stockholders of the Parent immediately prior to such transaction “beneficially own” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly through one or more intermediaries, at least a majority of the voting power of the outstanding voting stock of the Parent immediately following the consummation of such transaction; and

immediately following the consummation of such transaction, no “person” (as such term is defined above), other than such other person (but including the holders of the equity interests of such other person), “beneficially owns” (as such term is defined above), directly or indirectly through one or more intermediaries, more than 50% of the voting power of the outstanding voting stock of the Parent;

the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded SOFR; or

if, and to the extent that, the Agent determines that Compounded SOFR cannot be determined in accordance with paragraph (a) above, then the rate, or methodology for this rate, and conventions for this rate that the Agent determines in its reasonable discretion are substantially consistent with any evolving or then-prevailing market convention for determining compounded SOFR for U.S. dollar-denominated syndicated loans at such time,

information that:

is or becomes public information other than as a direct or indirect result of any breach by the Finance Party of a confidentiality agreement to which that Finance Party is party or Clause 43 (Confidential Information); or

is identified in writing at the time of delivery as non-confidential by the relevant Providing Party; or

is known by the Finance Party before the date the information is disclosed to the Finance Party by any Providing Party or is lawfully obtained by the Finance Party after that date, from a source which is, as far as the Finance Party is aware, unconnected with the Group and which, in either case, as far as the 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;

in relation to the English Borrower, the certificate of incorporation, certificate of incorporation on change of name and articles of association of the English Borrower;

in relation to the Norwegian Borrower, the certificate of incorporation (in Norwegian: firmaattest) and articles of association (in Norwegian: vedtekter) of the Norwegian Borrower; and

in relation to a US Borrower, the articles of organisation, certificate of formation or incorporation or equivalent and (if applicable) the operating agreement of that US Borrower,

purchases by way of assignment or transfer;

enters into any sub-participation in respect of; or

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

an Event of Default or any event or circumstance specified in Clause 28 (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; and

a Borrowing Base Data Failure;

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 Issuing 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 an Issuing 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 6.5 (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

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 Facility (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,

Opt-in Election” means the occurrence of:

(i) a determination by the Agent or (ii) a notification by the Majority Lenders to the Agent (with a copy to the Obligors’ Agent) that the Majority Lenders have determined that syndicated loans in the US being executed at such time, or that include language similar to that contained in Clause 16.1 (Unavailability of Screen Rate), are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace LIBOR or NIBOR, and

(i) the election by the Agent or (ii) the election by the Majority Lenders to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Agent of written notice of such election to the Obligors’ Agent and the Lenders or by the Majority Lenders of written notice of such election to the Agent;

which is not subject to a first priority perfected (other than with respect to the need to serve notices on Account Debtors, unless such service is required under the terms of the Finance Documents) Security in favour of the Security Agent;

which is not owed by an Eligible Account Debtor;

which is subject to any Security other than (i) Security in favour of the Security Agent and (ii) Permitted Security which does not have priority over the Security in favour of the Security Agent;

which is unpaid more than 90 days after the date of the original invoice therefor or more than 60 days after the original due date therefor;

which is owing by an Account Debtor for which more than 50 percent in aggregate of the Receivables owing from such Account Debtor and its Affiliates are ineligible under paragraph (d);

which is owing by an Account Debtor to the extent the aggregate amount of Eligible Receivables owing from such Account Debtor and its Affiliates to all Borrowers exceeds the Applicable Non-Governmental Percentage (or the Applicable Governmental Percentage in the case of Receivables owing from the UK’s Department of Transport (and its Affiliates and any other Governmental Authority of the UK) and Equinor Energy AS (formerly known as Statoil Petroleum AS) (and its Affiliates and any other Governmental Authority of Norway)) of the aggregate amount of Eligible Receivables of all Borrowers;

with respect to which any covenant, representation or warranty contained in this Agreement or in any Transaction Security Document has been breached (in the case of a covenant) or is not true (in the case of a representation or warranty) in each case in any material respect (except that such materiality qualifier shall not be applicable to any such covenant, representation or warranty that are already qualified or modified by materiality in the text thereof) unless and until no Default or Event of Default is continuing in respect of such breach or incorrect representation or warranty;

which (i) is not evidenced by an invoice (or other documentation satisfactory to the Agent) which has been sent to the Account Debtor, (ii) represents a progress billing or retainage, (iii) is contingent upon such Borrower’s completion of any further performance, (iv) relates to services for which a performance, surety or completion bond or similar assurance has been issued by or on behalf of a Borrower and which remains outstanding, (but only to the extent of the amount of such performance surety or completion bond or similar assurance), (v) relates to payments of interest, fees or late charges (but only to the extent of such interest, fees or late charges), or (vi) which constitutes customer prepayments or unearned revenue;

for which the services giving rise to such Receivable have not been performed by such Borrower or if such Receivable is invoiced having been previously invoiced without a valid credit note having subsequently been raised in relation to the earlier invoice;

which is owed by an Account Debtor which has (i) sold all or substantially all of its assets, (ii) applied for, suffered, or consented to the appointment of any receiver, custodian, trustee, administrator, monitor, or liquidator of its assets, (iii) had possession of all or a material part of its property taken by any receiver, custodian, trustee or liquidator, (iv) obtained, ordered, filed, or had filed against it, any request or petition for administration, moratorium, liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any national, state or federal bankruptcy laws, (v) admitted in writing its inability, or is generally unable to, pay its debts as they become due, (vi) become insolvent under the laws of its jurisdiction of incorporation, or (vii) ceased operation of its business (in each case for so long as such circumstances are continuing);

which is owed by an Account Debtor which is not incorporated in the United Kingdom, any state of the United States of America or the District of Columbia, Australia, Norway, the Falkland Islands or any member state of the European Union as at the date of this Agreement unless, in any such case (unless the Agent otherwise agrees in its Permitted Discretion), such Receivable is backed by (a) a letter of credit acceptable to the Agent, acting reasonably, which is in the possession of (which includes letters of credit delivered by electronic means), and is directly drawable by, the Agent or (b) credit insurance in form and substance acceptable in all respects to the Agent, acting reasonably, provided always that Receivables, up to a maximum amount of USD 7,500,000, owed to Bristow U.S. LLC by members of the Exxon group of companies incorporated, established and/or carrying out business in the Co-operative Republic of Guyana (or any other jurisdiction the Agent may agree to in its Permitted Discretion) shall be permitted to be eligible pursuant to this paragraph (k) (but subject to the other paragraphs of this definition) without the requirement for a letter of credit or credit insurance provided that (A) the contract underlying any such Receivable is governed by the laws of a State of the US and (B) to the extent that (and for so long as) Exxon Mobil Corporation has and maintains a credit rating of BBB or higher by Standard & Poor Rating Services and Baa2 or higher by Moody’s Investors Service Limited;

which is owed by an Account Debtor (i) located in any jurisdiction which requires filing of a “Notice of Business Activities Report” or other similar report in order to permit such Borrower to seek judicial enforcement in such jurisdiction of payment of such Receivable, unless such Borrower has filed such report or qualified to do business in such jurisdiction or (ii) which is a Sanctioned Person;

as to which the contract or agreement underlying such Receivable is governed by (or, if no governing law is expressed therein, is deemed to be governed by) the laws of any jurisdiction other than the United Kingdom, any state of the United States of America or the District of Columbia, Australia, Norway, the Falkland Islands or any member state of the European Union as at the date of this Agreement;

which is owed in any currency other than US dollars, sterling, euro or Norwegian Kroner;

which is owed by any Governmental Authority of any country (other than the United Kingdom, any state of the United States of America or the District of Columbia (or any department, agency, public corporation, or instrumentality thereof), Australia, Norway, the Falkland Islands or any member state of the European Union as at the date of this Agreement; provided that that all steps necessary to perfect the security interest of the Security Agent in such Receivable (and with respect to the United States of America, also the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et seq.)) has been complied with to the Agent’s reasonable satisfaction);

which is owed by any member of the Group or any employee, officer or director of any member of the Group;

which is subject to any counterclaim, deduction, defence, setoff, rejection by the relevant Account Debtor or dispute but only to the extent of any such counterclaim, deduction, defence, setoff, rejection or dispute;

which is evidenced by any promissory note, chattel paper or analogous instrument unless all necessary steps to perfect the security interest of the Security Agent in such Receivable have been taken to the satisfaction of the Agent, acting reasonably;

with respect to which such Borrower has made any agreement with the Account Debtor for any reduction thereof (other than discounts and adjustments given in the ordinary course of business) but only to the extent of any such reduction, any Receivable in relation to which the payment terms have been extended beyond the dates for payment required pursuant to paragraph (d) above or any Receivable which represents the unpaid portion of a previously invoiced Receivable (to the extent it so represents);

which does not comply in all material respects with the requirements of all applicable laws and regulations;

which constitutes rent or revenue from leases of aircraft where a Borrower retains operational control of the relevant aircraft but only to the extent that such Receivables constitute more than 15% of the Aggregate Borrowing Base;

which is subject to any limitation on charging or assignment or other restriction (whether arising by operation of law, by agreement or otherwise) which would, under the local governing law of the contract creating such Receivable, have the effect of prohibiting or restricting the creation of security and/or a trust over such Receivable in the manner required under the applicable Transaction Security Documents, in each case unless any required permission or consent to enable such creation of security or trust has been obtained to the satisfaction of the Agent, acting reasonably; or

which is excluded from the scope of any Transaction Security Document by virtue of the definition of “Excluded Property” (or equivalent terminology in any such Transaction Security Document).

a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is:

a Lender:

which is a bank (as defined for the purpose of s879 ITA) making an advance under a Finance Document and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payments apart from s18A CTA; or

in respect of an advance made under a Finance Document by a person that was a bank (as defined for the purpose of s879 ITA) at the time that that advance was made and within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or

a Lender which is:

a company resident in the United Kingdom for United Kingdom tax purposes;

a partnership each member of which is:

a company so resident in the United Kingdom; or

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of s19 CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 CTA;

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of s19 CTA) of that company; or

an English Treaty Lender; or

a Lender which is a building society (as defined for the purposes of s880 ITA) making an advance under a Finance Document;

is treated as resident of an English Treaty State for the purposes of the English Treaty; and

does not carry on business in the United Kingdom through a permanent establishment with which that Lender’s participation in the Loan is effectively connected;

air (including air within natural or man-made structures, whether above or below ground);

water (including territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

land (including 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 any waste;

a reportable event specified as such in s4043 of ERISA and the regulations issued thereunder with respect to any Plan, other than an event in relation to which the requirement to give notice of that event is waived by any regulation;

the failure to meet the minimum funding standard under ss412 of the Code with respect to any Plan, whether or not waived in accordance with s412(c) of the Code;

the provision by the administrator of any Plan pursuant to s4041(a)(2) of ERISA of a notice of intent to terminate such Plan;

the institution of proceedings under s4042 of ERISA by the PBGC for the termination of, or the appointment of a trustee to administer, any Plan;

the incurrence by any Obligor or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan or Multiemployer Plan or withdrawal from any Plan (other than premiums due and not delinquent under s4007 of ERISA);

the incurrence by any Obligor or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Multiemployer Plan, or the withdrawal from a Plan subject to s4063 of ERISA during a plan year in which such entity was a substantial employer (as defined in s4001(a)(2) of ERISA) or the cessation of operations by such Obligor or ERISA Affiliate that would be treated as a withdrawal from a Plan under s4062(e) of ERISA;

the receipt by any Obligor or any ERISA Affiliate of any notice that a Multiemployer Plan is insolvent, within the meaning of Title IV of ERISA; or

the determination that any Plan is in “at risk status” or that a Multiemployer Plan is “endangered” or is in “critical status” (within the meaning of ss430 or 432 of the Code and ss303 or 305 of ERISA);

the requirement that a Plan provide security pursuant to s436(f) of the Code;

engagement in a non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA and s4975 of the Code with respect to any Plan; or

the institution of a proceeding by a fiduciary of any Multiemployer Plan to enforce s515 of ERISA which proceeding is not dismissed within 30 days;

in respect of a Lender or Issuing Bank, the office or offices notified by that Lender or Issuing Bank to the Agent in writing on or before the date it becomes a Lender or the Issuing 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 s1473(1)(A)(i) 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 s1471(d)(7) Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA;

a fee letter dated 17 April 2018 signed by Barclays Bank PLC and accepted by the Old Parent, Bristow Helicopters Limited and Bristow Norway AS;

any other letter or letters (including letters dated on or about the date of this Agreement and/or on or about the date of the First Amendment Date) between the Arrangers and the Parent or any other Obligor (or the Agent and the Parent or any other Obligor or the Security Agent and the Parent or any other Obligor) setting out any of the fees referred to in Clause 17 (Fees); and

any agreement between an Obligor and a Finance Party setting out fees payable to a Finance Party referred to in Clause 2.2(h) (Increase) or Clause 17.3 (Fees payable in respect of Letters of Credit) of this Agreement or under any other Finance Document;

moneys borrowed and debit balances 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 and meet any requirement for de-recognition under the Accounting Principles);

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 (i) 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 or (ii) any liabilities of any member of the Group relating to any post-retirement benefit scheme;

any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the Termination Date 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 180 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; and

the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j) above;

Average Quarterly First Out Availability

Greater than 66²⁄₃ percent

Greater than 33²⁄₃ percent but less than or equal to 66²⁄₃ percent

Less than or equal to 33²⁄₃ percent

any increase or decrease in the First Out Applicable Margin for a First Out Loan shall take effect on the date (the “reset date”) which is the first Business Day of the first month of each Financial Quarter (or, if paragraph (ii) below applies, the first Business Day of the calendar month following the calendar month in which the relevant Aggregate Borrowing Base Certificate is received), by reference to the relevant Aggregate Borrowing Base Certificates; and

in the event that the Agent is not able to calculate the First Out Applicable Margin on the first Business Day of any month as a result of the Borrowers failing to provide an Aggregate Borrowing Base Certificate at the applicable time, then if required by the Agent (acting on the instructions of the Majority First Out Lenders) the First Out Applicable Margin for each First Out Loan shall be the highest percentage per annum set out in the table above for the relevant First Out Loan until the first day of the calendar month following the calendar month in which the relevant Aggregate Borrowing Base Certificate is received;

the lesser of:

the US/UK Tranche Commitments (in the case of the English Borrower and the US Borrowers) or the Norwegian Tranche Commitments (in the case of the Norwegian Borrower); and

in the case of;

the English Borrower the sum of (x) the First Out Borrowing Base of the English Borrower and (y) the English Designated Amount from time to time;

the Norwegian Borrower, the sum of (x) the First Out Borrowing Base of the Norwegian Borrower and (y) the Norwegian Designated Amount from time to time; or

the US Borrowers, the First Out Borrowing Base of the US Borrowers, less the English Designated Amount and the Norwegian Designated Amount from time to time, minus

the Aggregate First Out Revolving Exposure in respect of such Borrower, provided that, in relation to any proposed Utilisation, any First Out Loans that are due to be repaid by that Borrower at the end of their Interest Period (in accordance with Clause 10.1(a) (Repayment of Loans and Letters of Credit)) and any First Out Letters of Credit the Term of which are due to expire (or in relation to which the Issuing Bank is otherwise satisfied that it will have no further liability), in each case on or before the proposed Utilisation Date (unless and to the extent that such Utilisation due to be repaid is a Rollover

the sum of:

90 percent (the “First Out Investment Grade Receivables Advance Rate”) of that Borrower’s (or in the case of the US Borrowers, the US Borrowers’) Eligible Investment Grade Receivables; plus

85 percent (the “First Out Non-Investment Grade Receivables Advance Rate”) of that Borrower’s (or in the case of the US Borrowers, the US Borrowers’) Eligible Non-Investment Grade Receivables; plus

the lesser of (A) USD 10,000,000 and (B) 75 percent (the “First Out Unbilled Receivables Advance Rate”) of that Borrower’s (or in the case of the US Borrowers, the US Borrowers’) Eligible Unbilled Receivables; minus

Reserves (if any) related to such Borrower (or in the case of the US Borrowers, the US Borrowers) or its (or their, as applicable) assets as advised to the Obligors’ Agent by the Agent in its Permitted Discretion in accordance with this Agreement with at least five Business Days’ prior written notice (with any changes taking effect from the expiry of such notice period) to the extent not already deducted in the calculation of the amounts in paragraph (a) in the manner provided in the Aggregate Borrowing Base Certificate delivered pursuant to Schedule 2 (Conditions precedent) or as otherwise agreed by the Obligors’ Agent and the Agent; minus

the Availability Block applicable to such Borrower (or in the case of the US Borrowers, the US Borrowers),

any Original First Out Lender;

any bank or financial institution, trust, fund or other entity which has become a Party as a First Out Lender in accordance with Clause 2.2 (Increase) or Clause 29 (Changes to the Lenders); and

any relevant Substitute Affiliate Lender,

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; unless, in the case of paragraph (a) above:

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;

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

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;

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 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 14 days of the institution or presentation thereof;

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

has a resolution passed for 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 administrator, provisional liquidator, conservator, receiver, trustee, custodian, monitor 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 Obligor (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,

the Original Issuing Bank; and

any Lender which has become a Party as an “Issuing Bank” pursuant to Clause 6.10 (Appointment of additional Issuing Banks),

in respect of a Letter of Credit issued or to be issued pursuant to the terms of this Agreement, the “Issuing Bank” shall be the Issuing Bank which has issued or, subject to paragraphs (y) and (z) below is designated by the Obligor’s Agent or relevant Borrower to issue, that Letter of Credit;

Barclays Bank PLC as Issuing Bank will only issue standby Letters of Credit;

each Original Issuing Bank shall only issue Letters of Credit up to the maximum amount listed next to their name in Schedule 1, Part 2 (The Original Lenders); and

only Barclays Bank PLC or another LILO Lender may be an Issuing Bank in relation to Letters of Credit pursuant to the LILO Tranche;

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 UK stamp duty may be void and defences of set-off or counterclaim;

the principle that security expressed to be fixed may nevertheless be held to be floating depending on factual circumstances;

the principle that assignments of rights which are prohibited to be assigned may not be effective;

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

any other matters which are set out as qualifications or reservations as to matters of law of general application in any Legal Opinion;

a letter of credit in any form requested by the Obligors’ Agent and agreed by the Agent with the prior consent of the Majority Lenders and the Issuing Bank, each acting reasonably; or

any guarantee, indemnity or other instrument in a form requested by a Borrower (or the Obligors’ Agent on its behalf) and agreed by the Agent with the prior consent of the Majority Lenders and the Issuing Bank, each acting reasonably;

the applicable Screen Rate (rounded up to the nearest 1/8^th of 1 percent) 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),

in respect of Eligible Investment Grade Receivables, 95 percent minus the First Out Investment Grade Receivables Advance Rate;

in respect of Eligble Non-Investment Grade Receivables, 95 percent minus the First Out Non-Investment Grade Receivables Advance Rate; and

in respect of Eligible Unbilled Receivables, 95 percent minus the First Out Unbilled Receivables Advance Rate;

the lesser of:

the LILO Tranche Commitments; and

in the case of:

the English Borrower, the LILO Borrowing Base of the English Borrower plus the LILO English Designated Amount from time to time;

the Norwegian Borrower, the LILO Borrowing Base of the Norwegian Borrower plus the LILO Norwegian Designated Amount from time to time; or

the US Borrowers, the LILO Borrowing Base of the US Borrowers less the LILO English Designated Amount and the LILO Norwegian Designated Amount from time to time, minus

the Aggregate LILO Revolving Exposure in respect of such Borrower, provided that, in relation to any proposed Utilisation, any LILO Loans that are due to be repaid by that Borrower at the end of their Interest Period (in accordance with Clause 10.1(a) (Repayment of Loans and Letters of Credit)) and any LILO Letters of Credit the Term of which are due to expire (or in relation to which the Issuing Bank is otherwise satisfied that it will have no further liability), in each case on or before the proposed Utilisation Date (unless and to the extent that such Utilisation due to be repaid is a Rollover Loan in relation to which a Utilisation Request has been submitted prior to the date on which the calculation as to LILO Availability is made) shall be deducted (in the case of a LILO Letter of Credit to the extent it would otherwise be included) from the Aggregate LILO Revolving Exposure in respect of such Borrower for the purposes of determining LILO Availability in relation to that Utilisation;

the sum of:

the LILO Advance Rate of that Borrower’s (or in the case of the US Borrowers, the US Borrowers’) Eligible Investment Grade Receivables; plus

the LILO Advance Rate of that Borrower’s (or in the case of the US Borrowers, the US Borrowers’) Eligible Non-Investment Grade Receivables; plus

the lesser of (A) USD 1,000,000 and (B) the LILO Advance Rate of that Borrower’s (or in the case of the US Borrowers, the US Borrowers’) Eligible Unbilled Receivables; minus

Reserves (if any) related to such Borrower (or in the case of the US Borrowers, the US Borrowers) or its (or their, as applicable) assets as advised to the Obligors’ Agent by the Agent in its Permitted Discretion in accordance with this Agreement with at least five Business Days’ prior written notice (with any changes taking effect from the expiry of such notice period) to the extent not already deducted in the calculation of the amounts in paragraph (a) in the manner provided in the Aggregate Borrowing Base Certificate delivered pursuant to Schedule 2 (Conditions precedent) or as otherwise agreed by the Obligors’ Agent and the Agent to the extent they are to be applied to the LILO Borrowing Base of that Borrower (or in the case of the US Borrowers, the US Borrowers) in accordance with Clause 4.6; minus

the Availability Block applicable to such Borrower (or in the case of the US Borrowers, the US Borrowers) to the extent it is to be applied to the LILO Borrowing Base of that Borrower (or in the case of the US Borrowers, the US Borrowers) pursuant to Clause 4.5,

the Original LILO Lender;

any bank or financial institution, trust, fund or other entity which has become a Party as a LILO Lender in accordance with Clause 2.2 (Increase) or Clause 29 (Changes to the Lenders); and

any relevant Substitute Affiliate Lender,

in relation to an Original LILO Lender, the amount in the Base Currency set opposite its name under the heading “LILO Tranche Commitment” in Schedule 2, Part 2 (The Original Lenders) and the amount of any other LILO Tranche Commitment transferred to it under this Agreement or assumed by it pursuant to the terms of Clause 2.2 (Increase); and

in relation to any other Lender, the amount in the Base Currency of any LILO Tranche Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase),

if at any time there are three or more First Out Lenders, a First Out Lender or First Out Lenders whose First Out Tranche Commitments aggregate more than 50 percent of the Total First Out Commitments (or, if the Total First Out Commitments have been reduced to zero, aggregated more than 50 percent of the Total First Out Commitments immediately prior to that reduction); or

if at any time there are two or fewer First Out Lenders, a First Out Lender or First Out Lenders whose First Out Tranche Commitments aggregate 100 percent of the Total First Out Commitments (or, if the Total First Out Commitments have been reduced to zero, aggregated 100 percent of the Total First Out Commitments immediately prior to that reduction).

if at any time there are three or more Lenders, a Lender or Lenders whose Revolving Facility Commitments aggregate more than 50 percent of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 50 percent of the Total Commitments immediately prior to that reduction); or

if at any time there are two or fewer Lenders, a Lender or Lenders whose Revolving Facility Commitments aggregate 100 percent of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated 100 percent of the Total Commitments immediately prior to that reduction).

if at any time there are three or more LILO Lenders, a LILO Lender or LILO Lenders whose LILO Tranche Commitments aggregate more than 50 percent of the Total LILO Commitments (or, if the Total LILO Commitments have been reduced to zero, aggregated more than 50 percent of the Total LILO Commitments immediately prior to that reduction); and

if at any time there are two or fewer LILO Lenders, a LILO Lender or LILO Lenders whose LILO Tranche Commitments aggregate 100 percent of the Total LILO Commitments (or, if the Total LILO Commitments have been reduced to zero, aggregated 100 percent of the Total LILO Commitments immediately prior to that reduction).

the business, operations, property or financial condition of (i) the Parent, (ii) each Obligor individually and/or (iii) the Parent and the Restricted Subsidiaries taken as a whole; or

the ability of an Obligor to perform its obligations pursuant to Clause 10.2(a) (Restrictions on Receivables and Cash Dominion), Clause 25.5 (Borrowing Base Certificate and related information), Clause 27.28(a) (Access, Maintenance of records and field examinations) and its payment obligations under the Finance Documents; 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 rights or remedies of any Finance Party under any of the Finance Documents (not including any recategorisation of any fixed charge over Collection Accounts of a Borrower other than the English Borrower as a floating charge);

the term loan credit agreement dated as of 1 February 2017 among Bristow U.S. LLC, the lenders party thereto and Macquarie Bank Limited, as agent;

the credit agreement dated as of 17 July 2017 among Bristow Equipment Leasing, the financial institutions named therein and PK AirFinance S.à r.l., as agent;

any indebtedness of the Borrowers and their consolidated Subsidiaries in excess of USD 50,000,000; and

any indenture or other agreement governing Financial Indebtedness of the Parent or any Restricted Subsidiary under which an aggregate principal amount in excess of USD 50,000,000 is outstanding at such time;

(subject to paragraph (c) 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.

the applicable Screen Rate (rounded upwards to five decimal places) 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),

is not an Acceptable Bank;

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”;

a Lender which is:

a company resident in Norway for Norwegian tax purposes; or

a company not so resident in Norway which carries on a trade in Norway through a permanent establishment and which brings into account interest payable in respect of that advance in computing its taxable income in Norway; or

a Norwegian Treaty Lender;

in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Norwegian Tranche Commitment” in Schedule 2, Part 2 (The Original Lenders) and the amount of any of its US/UK Tranche Commitment reallocated as a Norwegian Tranche Commitment pursuant to Clause 5.7 (Adjustment of Tranches) and the amount of any other Norwegian Tranche Commitment transferred to it under this Agreement or assumed by it pursuant to the terms of Clause 2.2 (Increase); and

in relation to any other Lender, the amount in the Base Currency of any Norwegian Tranche Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) and the amount of any of its US/UK Tranche Commitment reallocated as a Norwegian Tranche Commitment pursuant to Clause 5.7 (Adjustment of Tranches),

is treated as resident of a Norwegian Treaty State for the purposes of the Norwegian Treaty; and

does not carry on business in Norway through a permanent establishment with which that Lender’s participation in the Loan is effectively connected;

in relation to the Old Parent, its audited financial statements for its Financial Year ended 31 March 2017;

in relation to each Original Obligor other than the Old Parent, its unaudited financial statements for its Financial Quarter ended 31 December 2017; and

in relation to any other Obligor:

its audited financial statements (if available, in the case of an Obligor which has been acquired by the Group after the date of this Agreement); or

its unaudited financial statements (in the case of any other member of the Group or any Obligor acquired by the Group after the date of this Agreement which does not have audited financial statements),

an acquisition by a Borrower or Subsidiary of a Borrower of an asset sold, leased, transferred or otherwise disposed of by a member of the Group if such acquisition is made: (i) at a time when no Default is continuing or (ii) in circumstances otherwise constituting a Permitted Disposal (other than pursuant to paragraph (a) of the definition thereof);

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

an acquisition of securities which are Cash Equivalent Investments or an acquisition of other securities in the ordinary course of business;

any acquisition of shares or securities in satisfaction of trade payables pursuant to any reorganisation of or any bankruptcy or insolvency proceedings in relation to any debtor;

the incorporation of a company which on incorporation becomes a member of the Group;

an acquisition, of issued share capital of a limited liability company or partnership but only if:

no Default is continuing on the closing date for the acquisition or would occur as a result of the acquisition;

the acquired company, business or undertaking is engaged in a business substantially the same as that carried on by the Borrowers or other members of the Group; and

any acquisition to which has been consented to by the Majority Lenders;

of any asset (other than the Charged Property) by a Borrower or Subsidiary of a Borrower to a member of the Group if such disposal is made at a time when no Default is continuing;

of aircraft, engines, parts, equipment, trading stock or other assets (other than the Charged Property) or cash, made by a member of the Group in the ordinary course of business of the disposing entity;

of any asset by a Borrower to another Borrower including a Permitted Intra-Borrower Transfer;

of any asset by a Subsidiary of a Borrower to a Borrower or another Subsidiary of a Borrower;

of assets 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 aircraft, parts, vehicles, plant and equipment and other assets;

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);

to a Joint Venture, to the extent permitted by Clause 27.12 (Joint ventures);

arising as a result of any Permitted Security or arising as a result of any security or Quasi Security granted in connection with any Permitted Financial Indebtedness;

of real estate for cash on arm’s length terms;

of aircraft, engines, parts or equipment to another member of the Group which is not otherwise permitted pursuant to any other paragraph of this definition of “Permitted Disposal” and is made in exchange for cash, intercompany loans and/or notes and/or Stock in a member of the Group equal to the approximate value of such aircraft, engines, parts or equipment provided that any such disposal by either the English Borrower or the Norwegian Borrower does not exceed (A) USD 15,000,000 (or its equivalent) in total during the term of this Agreement and/or (B) USD 5,000,000 (or its equivalent) in any Financial Year of the Parent;

has been consented to by the Majority Lenders; and

of assets for cash where the higher of the market value and net consideration receivable (when aggregated with the higher of the market value and net consideration receivable for any other sale, lease, licence, transfer or other disposal by any Borrower or Subsidiary of any Borrower not allowed under the preceding paragraphs) does not exceed USD 15,000,000 (or its equivalent) in total during the term of this Agreement and does not exceed USD 10,000,000 (or its equivalent) in any Financial Year of the Parent provided that if any such assets are, immediately prior to their disposal, Charged Property, in the event that any such disposal exceeds an aggregate amount of USD 5,000,000 (or its equivalent) during the term of this Agreement the Obligors’ Agent shall, promptly following such disposal, provide the Agent with an updated Aggregate Borrowing Base Certificate taking account of such disposal;

owed by any Borrower or Subsidiary of a Borrower to another member of the Group as of the First Amendment Date (or in the case of a US Borrower and its Subsidiaries (other than the Original Borrowers and their Subsidiaries), as of the applicable US Borrower Accession Date), or incurred by any Borrower or Subsidiary of a Borrower from any other member of the Group on or after the First Amendment Date (or in the case of a US Borrower and its Affiliates (other than the Original Borrowers and their Subsidiaries), after the applicable US Borrower Accession Date) at a time when no Default is continuing, and any premiums, expenses, interest or fees accrued thereon (for the avoidance of doubt, this excludes the Discontinued Indebtednesss to the extent that it is not repaid, prepaid, converted or otherwise discharged in accordance with the Plan of Reorganization);

arising under Existing Financial Indebtedness including any further borrowings thereunder up to the maximum amount permitted to be available to be borrowed under such Existing Financial Indebtedness as of the First Amendment Date in the case of Existing Financial Indebtedness of the Original Borrowers and their Subsidiaries and as of the applicable US Borrower Accession Date in the case of the Existing Financial Indebtedness of the relevant US Borrower acceding on that date and its Subsidaries (other than the Original Borrowers and their Subsidiaries and any US Borrower which is

to the extent covered by a Letter of Credit;

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 in respect of Utilisations made in Agreed Currencies, 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 Borrower or Subsidiary of a Borrower after the First Amendment Date which is incurred under arrangements in existence at the date of acquisition, but not incurred or increased or having its maturity date extended in contemplation of, or since, that acquisition, and outstanding only for a period of three months following the date of acquisition;

under Finance Leases of aircraft, parts, engines, vehicles, plant, equipment or computers, provided that the aggregate capital value of all such items so leased under outstanding leases by the Borrowers does not exceed USD 100,000,000 (or its equivalent in other currencies) at any time;

arising under the Finance Documents;

which are Banking Services Obligations or Swap Agreement Obligations;

the incurrence of which has been consented to by the Majority Lenders; and

not permitted by the preceding paragraphs and the outstanding principal amount of which does not exceed USD 100,000,000 (or its equivalent) in aggregate for the Borrowers and their Subsidiaries at any time;

any guarantee of the obligations of any member of the Group existing on the date of this Agreement (or in the case of a US Borrower and its Affiliates (other than the Original Borrowers and their Subsidiaries), as of the applicable US Borrower Accession Date) or given or otherwise entered into for or on behalf of any member of the Group after the date of this Agreement (or in the case of a US Borrower and its Affiliates (other than the Original Borrowers and their Subsidiaries), after the applicable US Borrower Accession Date) at a time when no Default is continuing;

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 in the ordinary course of trade;

any guarantee of a Joint Venture to the extent permitted by Clause 27.12 (Joint ventures);

any guarantee permitted under Clause 27.24 (Financial Indebtedness);

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

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 indemnity given in favour of a person who is not a member of the Group in the ordinary course of business;

any guarantee under the Finance Documents;

any guarantee of Banking Services Obligations or Swap Agreement Obligations; and

any guarantee which has been consented to by the Majority Lenders;

the Joint Venture is a limited liability company, limited liability corporation or partnership or any other entity consented to by the Majority Lenders;

the Joint Venture is engaged in a business substantially the same as that carried on by the Borrowers or any of their Subsidiaries or any other business consented to by the Majority Lenders; and

in any financial year of the Parent, the aggregate of:

all amounts subscribed for shares in, lent to, or invested in all such Joint Ventures by any Borrower or Subsidiary of a Borrower;

the contingent liabilities of any Borrower or Subsidiary of a Borrower under any guarantee given in respect of the liabilities of any such Joint Venture; and

the book value of any assets transferred by any Borrower or Subsidiary of a Borrower to any such Joint Venture,

any Financial Indebtedness owed to any Borrower or Subsidiary of a Borrower by another member of the Group as of the date of this Agreement (or in the case of a US Borrower and its Affiliates (other than the Original Borrowers and their Subsidiaries), as of the applicable US Borrower Accession Date) or granted by any Borrower or Subsidiary of a Borrower to any member of the Group after the date of this Agreement (or in the case of a US Borrower and its Affiliates (other than the Original Borrowers and their Subsidiaries), after the applicable US Borrower Accession Date) if no Default is continuing at the time of such grant, and any interest or fees accrued thereon;

any trade credit extended by any Borrower or Subsidiary of a Borrower to its customers on normal commercial terms and in the ordinary course of its trading activities and any interest or fees accrued thereon;

Financial Indebtedness which is referred to in the definition of, or otherwise constitutes, Permitted Financial Indebtedness (except under paragraph (e) of that definition) and any interest or fees accrued thereon;

any loan made to a Joint Venture to the extent permitted under Clause 27.12 (Joint ventures) and any interest or fees accrued thereon;

any loan made by a Borrower or Subsidiary of a Borrower to another Borrower or a Subsidiary of a Borrower and any interest or fees accrued thereon;

any loan made by a Borrower or Subsidiary of a Borrower to an employee or director of any Borrower or Subsidiary of a Borrower and any interest or fees accrued thereon if the principal amount of that loan when aggregated with the amount of all loans to employees and directors by Borrowers and their Subsidiaries does not exceed USD 1,000,000 (or its equivalent) at any time;

any Financial Indebtedness consented to by the Majority Lenders; and

any loan made by a Borrower or Subsidiary of a Borrower and any interest or fees accrued thereon so long as the aggregate principal amount of the Financial Indebtedness owed to the Borrowers and their Subsidiaries under any such loans does not exceed USD 25,000,000 (or its equivalent) at any time;

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 Borrower;

any netting or set-off arrangement entered into by any Borrower or Subsidiary of a Borrower in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances but only so long as (i) such arrangement does not permit either (x) credit balances of any Borrower on Collection Accounts or (y) the proceeds of Receivables of Eligible Account Debtors (other than Excluded Receivables) to be netted or set off against debit balances of members of the Group which are not Borrowers and (ii) such arrangement does not give rise to other Security over the Charged Property of Borrowers;

any payment or close out netting or set-off arrangement pursuant to any Treasury Transaction or foreign exchange transaction entered into by a Borrower 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 of any Borrower or Subsidiary of a Borrower other than Charged Property of the Borrowers; and

any Security or Quasi-Security created or expressed to be created pursuant to the Finance Documents;

its Original Jurisdiction;

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

in the case of a US Obligor the jurisdiction where it maintains its principal place of business;

made or to be made on the same day that:

a maturing Revolving Facility 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 Revolving Facility Loan or the relevant claim in respect of that Letter of Credit as of the date of the relevant Utilisation Request before giving effect to any prepayments on such date;

in the same currency as the maturing Revolving Facility Loan (unless it arose as a result of the operation of Clause 9.2 (Unavailability of a currency)) or the relevant claim in respect of that Letter of Credit;

made or to be made under the same Tranche under which the maturing Revolving Facility Loan was made; and

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

refinancing in whole or in part that maturing Revolving Facility Loan; or

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

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 NIBOR, the displayed rates for the relevant period appearing under the heading page “NIBOR” on the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) administered by Norske Finansielle Referanser AS and calculated in cooperation with Oslo Stock Exchange acting as calculation agent (or any other person which takes over the administration and/or calculation of that rate);

all Secured Finance Document Obligations, together with all (i) Banking Services Obligations and (ii) Swap Agreement Obligations in each case owing to one or more Lenders or (in the case of (i) and (ii)) their respective Affiliates; and

(for the purposes of the US Transaction Security only) also includes all (i) Third Party Banking Services Obligations and (ii) Third Party Swap Agreement Obligations, provided however that the maximum aggregate amount of such Third Party Banking Services Obligations and/or Third Party Swap Agreement Obligations (as applicable) that shall constitute Secured Obligations and benefit from the US Transaction Security shall not exceed USD 10,000,000,

if at any time there are three or more First Out Lenders, a First Out Lender or First Out Lenders whose First Out Revolving Commitments aggregate more than 66²/3 percent of the Total First Out Commitments (or, if the Total First Out Commitments have been reduced to zero, aggregated more than 66²/3 percent of the Total First Out Commitments immediately prior to that reduction); or

if at any time there are two or fewer First Out Lenders, a First Out Lender or First Out Lenders whose First Out Revolving Commitments aggregate 100 percent of the Total First Out Commitments (or, if the Total First Out Commitments have been reduced to zero, aggregated 100 percent of the Total First Out Commitments immediately prior to that reduction)

if at any time there are three or more Lenders, a Lender or Lenders whose Revolving Facility Commitments aggregate more than 66²/3 percent of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66²/3 percent of the Total Commitments immediately prior to that reduction); or

if at any time there are two or fewer Lenders, a Lender or Lenders whose Revolving Facility Commitments aggregate 100 percent of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated 100 percent of the Total Commitments immediately prior to that reduction).

if at any time there are three or more LILO Lenders, a LILO Lender or LILO Lenders whose LILO Tranche Commitments aggregate more than 66²/3 percent of the Total LILO Commitments (or, if the Total LILO Commitments have been reduced to zero, aggregated more than 66²/3 percent of the Total LILO Commitments immediately prior to that reduction); or

if at any time there are two or fewer LILO Lenders, a LILO Lender or LILO Lenders whose LILO Tranche Commitments aggregate 100 percent of the Total LILO Commitments (or, if the Total LILO Commitments have been reduced to zero, aggregated 100 percent of the Total LILO Commitments immediately prior to that reduction).

17 April 2023;

the date being 91 days prior to the then earliest scheduled final maturity of any Material Indebtedness (other than any Discontinued Indebtedness) the principal amount of which exceeds USD 50,000,000 on such date; and

the date on which more than an aggregate amount of USD 50,000,000 of Material Indebtedness (excluding any Discontinued Indebtedness and any scheduled repayment installments, mandatory prepayments and/or any permitted voluntary prepayments (in each case as required and/or as permitted (as applicable) pursuant to the documentation evidencing the relevant Material Indebtedness as at the date hereof (or if later, the date the relevant documentation is entered into) or as amended in a manner that does not accelerate or increase any such payments or has been approved by the Agent)) has become due and payable;

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;

in respect of cash, that cash is repayable on demand and in respect of any Unrestricted Cash Equivalent Investment, that Unrestricted Cash Equivalent Investment is readily convertible or able to be liquidated into cash that is repayable on demand;

repayment of cash referred to in (a) 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 or that Unrestricted Cash Equivalent Investment except for Transaction Security or any netting or set-off arrangement entered into by members of the Group in the ordinary course of their banking arrangements and which in the case of a Borrower or a Subsidiary of a Borrower is Permitted Security; and

cash referred to in (a) is freely and immediately available to be applied in repayment or prepayment of the Facility;

no Event of Default exists; and

Aggregate Availability is equal to or greater than the greater of (i) USD 12,500,000 and (ii) 15 percent of the lesser of the (A) Aggregate Borrowing Base and (B) Total Commitments less the aggregate Availability Block; and

the Group is in compliance with the financial covenant set out in Clause 26.2 (Financial condition) (ignoring the requirement for the financial covenant only to be tested during a Cash Dominion Period);

no Event of Default exists;

Aggregate Availability is equal to or greater than USD 20,000,000; and

the sum of the aggregate Unrestricted Cash available to the Group and the Aggregate Availability is equal to or greater than USD 100,000,000;

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;

in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “US/UK Tranche Commitment” in Schedule 2, Part 2 (The Original Lenders) and the amount of any of its Norwegian Tranche Commitment reallocated as a US/UK Tranche Commitment to it pursuant to Clause 5.7 (Adjustment of Tranches) and the amount of any other US/UK Tranche Commitment transferred by it under this Agreement or assumed by it pursuant to the terms of Clause 2.2 (Increase); and

in relation to any other Lender, the amount in the Base Currency of any US/UK Tranche Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) and the amount of any of its Norwegian Tranche Commitment reallocated as a US/UK Tranche Commitment pursuant to Clause 5.7 (Adjustment of Tranches),

a Lender’s Revolving Facility Exposure, such Lender’s Revolving Facility Commitment; or

a Lender’s US/UK Tranche Exposure, such Lender’s US/UK Tranche Commitments; or

a Lender’s Norwegian Tranche Exposure, such Lender’s Norwegian Tranche Commitments; or

a Lender’s LILO Revolving Facility Exposure, such Lender’s LILO Tranche Commitments;

the Aggregate Revolving Exposure, the lesser of (x) the Total Commitments and (y) the Aggregate Borrowing Base; or

the Lenders’ Revolving Facility Exposure, US/UK Tranche Exposure, Norwegian Tranche Exposure or the LILO Revolving Facility Exposure (as applicable) relating to a Borrower, the lesser of:

the US/UK Tranche Commitments, the Norwegian Tranche Commitments or the LILO Tranche Commitments (as applicable);

in the case of a First Out Utilisation to:

the English Borrower, the sum of (x) the First Out Borrowing Base of the English Borrower and (y) the English Designated Amount at such time;

the Norwegian Borrower, the sum of (x) the First Out Borrowing Base of the Norwegian Borrower and (y) the Norwegian Designated Amount at such time; or

the US Borrowers, the First Out Borrowing Base of the US Borrowers, less the English Designated Amount and the Norwegian Designated Amount at such time; or

in the case of a LILO Utilisation to:

the English Borrower, the sum of (x) the LILO Borrowing Base of the English Borrower and (y) the LILO English Designated Amount at such time;

the Norwegian Borrower, the sum of (x) the LILO Borrowing Base of the Norwegian Borrower and (y) the LILO Norwegian Designated Amount at such time; or

the US Borrowers, the LILO Borrowing Base of the US Borrowers less the LILO English Designated Amount and the LILO Norwegian Designated Amount at such time;

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 a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a), or imposed elsewhere; and

in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;

in relation to any other applicable Bail-In Legislation:

any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

any similar or analogous powers under that Bail-In Legislation; and

in relation to any UK Bail-In Legislation:

any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and

any similar or analogous powers under that UK Bail-In Legislation.

Construction

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

the “Agent”, the “Arrangers”, any “Finance Party”, any “Issuing 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;

the “Agent” includes Barclays Bank PLC acting through any branch as it may designate for the purposes of this Agreement from time to time provided that unless the Parent otherwise agrees any such branch must be in the United Kingdom or the United States of America;

a document in “agreed form” is a document which is previously agreed in writing by or on behalf of the Obligors’ Agent 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 any other agreement or instrument is a reference to that Finance 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 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;

“including” means including without limitation;

“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 “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, limited liability company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other enterprise (whether or not having separate legal personality) or any Governmental Authority;

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

a Utilisation made and 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;

unless otherwise stated, a time of day is a reference to New York time;

a “limited liability company” includes a corporation whose shareholders have, in the absence of any guarantee or surety, limited liability for such corporation’s obligations;

includes fixed wing aircraft and helicopters; and

“aircraft transportation services” includes utility and search and rescue services.

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” 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 the Borrower and the following conditions being met:

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

subject to Clause 7.6(b) (Regulation and consequences of cash cover provided by Borrower), until no amount is or may be outstanding under that Letter of Credit (at which time all of such cash cover may be withdrawn by the Borrower), 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

the 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 or an Event of Default is “continuing” if it has not been remedied or waived.

Unless a contrary indication appears, a reference to an amount, threshold or limit expressed in US dollars includes the equivalent of such amount, threshold or limit in other currencies at the Agent’s Spot Rate of Exchange.

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 Issuing 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 Clause 1.2(g).

References in this agreement to “the date of this Agreement” shall refer to 17 April 2018.

Currency symbols and definitions

“$”, “USD” and “US dollars” denote the lawful currency of the United States of America;

“£”, “GBP” and “sterling” denote the lawful currency of the United Kingdom;

“€”, “EUR” and “euro” denote the single currency of the Participating Member States; and

“NOK” and “Norwegian Kroner” denote the lawful currency of Norway.

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.

Subject to paragraph (c) below, Secured Parties which are not Parties shall be entitled to enforce and enjoy the benefit of this Agreement to the extent applicable to them as Secured Parties.

Subject to Clause 42.3(a) (Other exceptions) but otherwise 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.

Division

THE FACILITIES

The Facilities

Subject to the terms of this Agreement:

the First Out Lenders make available:

a multicurrency revolving credit facility in an aggregate amount the Base Currency Amount of which is equal to the US/UK Tranche Commitments; and

a multicurrency revolving credit facility in an aggregate amount the Base Currency Amount of which is equal to the Norwegian Tranche Commitments; and

the LILO Lenders make available a multicurrency revolving credit facility in an aggregate amount the Base Currency Amount of which is equal to the LILO Tranche Commitments.

The Norwegian Tranche will be available to the Norwegian Borrower, the US/UK Tranche will be available to the English Borrower and any US Borrower and the LILO Tranche will be available to all the Borrowers.

Increase

The Obligors’ Agent may, by giving prior written notice to the Agent:

within forty-five Business Days after the effective date of a cancellation of:

any Available Commitments of a Defaulting Lender in accordance with Clause 11.6 (Right of cancellation in relation to a Defaulting Lender); or

any Revolving Facility Commitments of a Lender in accordance with:

Clause 11.1 (Illegality); or

Clause 11.5 (Right of cancellation and repayment in relation to a single Lender or Issuing Bank);

from time to time, request that the Revolving Facility Commitments be increased (and the Revolving Facility Commitments shall be so increased) in an aggregate amount not exceeding USD 35,000,000 over and above the amount of the Revolving Facility Commitments as at the Second Amendment Date (being USD 80,000,000) up to a maximum amount of USD 115,000,000.

the increased US/UK Tranche Commitments, Norwegian Tranche Commitments, LILO Tranche Commitments and/or increased Total Commitments will be assumed by one or more relevant Lenders or other banks or financial institutions (each an “Increase Lender”) selected by the Obligors’ Agent (none of which shall be a member of the Group), which shall (taking into account any Substitute Affiliate Lenders to be appointed at the time of such Increase Lender becoming a Lender) be legally able to comply with its obligations under this Agreement in respect of lending to the jurisdictions in which the Borrowers are incorporated and which are acceptable to the Agent and each Issuing Bank (such consent not to be unreasonably withheld or delayed) and 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 Revolving Facility Commitments which it is to assume (including in relation to the allocation of commitments between the US/UK Tranche, the Norwegian Tranche and the LILO Tranche as specified by the Obligors’ Agent pursuant to Clause 2.2(b) (which proposed allocation shall be disclosed to all Lenders (including any Increase Lender) as part of the request to increase the US/UK Tranche Commitments, the Norwegian Tranche Commitments, LILO Tranche Commitments and/or the Total Commitments (as applicable))), as if it had been an Original Lender in respect of those Revolving Facility 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 Revolving Facility 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 Revolving Facility Commitments which it is to assume;

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

any increase in the Revolving Facility Commitments shall take effect on the date specified by the Obligors’ Agent in the notice referred to above or any later date on which the conditions set out in Clause 2.2(b) are satisfied.

Any increase requested pursuant to the provision of Clause 2.2(a)(ii) shall be in a minimum amount of USD 5,000,000 and shall be allocated between the US/UK Tranche, the Norwegian Tranche and the LILO Tranche as specified by the Obligors’ Agent (which Tranches shall be increased accordingly), provided always that the Borrowers shall not increase the aggregate Norwegian Tranche Commitments pursuant to this Clause 2.2 to an amount which would cause, at the time such increase takes effect, the aggregate Norwegian Tranche Commitments to exceed the greater of (i) USD 40,000,000 and (ii) 55 percent of the Total First Out Commitments, after giving effect to the proposed increase pursuant to this Clause 2.2.

An increase in the Revolving Facility Commitments will only be effective on the Agent executing 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 which the Agent shall do as soon as practicable after receipt and it being satisfied, acting reasonably, that the following conditions are satisfied;

in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase, the Agent 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 Revolving Facility Commitments by that Increase Lender; and

the execution of any deeds of extension, confirmation agreement or equivalent documentation with respect to existing Transaction Security, reasonably required by the Agent or the Increase Lender, or required as a matter of applicable local law ensuring that the Increase Lender will benefit from all existing Transaction Security and any other documentation reasonably requested by the Agent in connection with the increase;

no Default is existing or will occur immediately following or as a result of such increase;

the Repeating Representations are true and correct in all material respects and will be so true and correct on the date on which any such increase will become effective (or, if any Repeating Representation is expressed to be given as of an earlier date, on such earlier date);