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

BARCLAYS BANK PLC as Agent

BARCLAYS BANK PLC as Security Agent

BRISTOW GROUP INC. (f/k/a ERA GROUP INC.) (the “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”);

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”).

Certain of the Borrowers 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 Parties have agreed to amend the Agreement to inter alia extend the maturity date of the agreement, adopt certain successor benchmark interest rates due to the phase-out of LIBOR and to transition to the term secured overnight reference rate and the compounded sterling overnight index average and enable the Group to adopt one or more ESG-related pricing adjustments based on specified metrics and performance targets at a date following the date of this Agreement, subject to certain conditions.

This Deed:

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

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;

the New York law security agreement dated 31 August 2020 made between (1) Era Helicopters, LLC as the grantor and (2) the Security Agent as the collateral agent; and

the English law charge over receivables dated 31 August 2020 made between (1) Era Helicopters, LLC as the chargor and (2) the Security Agent.

Terms defined in the Amended Agreement

Construction

EFFECTIVE DATE

Conditions precedent

AMENDMENT AND RESTATEMENT

Amendment and restatement

Consents

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 4.1(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; provided that a Guarantor shall automatically cease to be bound by this clause when it ceases

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 4.2(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 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.

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 9.2 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 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 and in the case of a US Obligor, a copy of its certificate of formation or incorporation, certified, as of a date reasonably near to the date of this Deed, as being a true and complete copy thereof by the Secretary of State of the jurisdiction of its incorporation or formation.

A copy of a resolution of the board of directors of each of the Parent, Borrowers and the other Guarantors:

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 Parent, 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 2 of Schedule 2 (Conditions Precedent) which has signed a New Finance Document or a certificate referred to in paragraph 5 of Schedule 2 (Conditions Precedent) below.

A certificate of a director or authorised signatory of each of the Parent and the Borrowers, certifying 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.

In the case of a US Obligor, a copy of the certificate of good standing of such US Obligor, dated as of a date reasonably near to the date of this Deed from the Secretary of State of the jurisdiction of its incorporation or formation.

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 Kirkland & Ellis LLP, legal advisors to the Obligor Parties, as to matters of Delaware general corporate law and New York law.

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Calculations and certificates

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Partial invalidity

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Remedies and waivers

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Amendments and waivers.

43.

Confidential Information

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Confidentiality of Funding Rates

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Disclosure of Lender details by Agent

46.

USA Patriot Act

47.

Contractual recognition of bail-in

48.

Acknowledgement regarding any supported QFCs

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Counterparts

50.

Governing law

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Enforcement

Schedules

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The Original Parties

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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

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Form of Substitute Affiliate Lender Designation Notice

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Form of Compliance Certificate

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LMA Form of Confidentiality Undertaking

11.

Timetables

12.

Form of Increase Confirmation

13.

Forms of Notifiable Debt Purchase Transaction Notice

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Form of Aggregate Borrowing Base Certificate

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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 Obligors) as original borrowers (the “Original Borrowers”);

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

BARCLAYS BANK PLC and CREDIT SUISSE AG, NEW YORK BRANCH 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”);

THE FINANCIAL INSTITUTIONS listed in Schedule 1, Part 3 (The Original Issuing Banks) as Issuing Banks (the “Original Issuing Banks”); and

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

DEFINITIONS AND INTERPRETATION

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

Term SOFR for a one month interest period (to be initially determined two Business Days prior to the requested Utilisation) (taking into account any “floor” under the definition of “Term SOFR”) 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;

in relation to the United Kingdom, the UK Bail-In Legislation; and

in relation to any state other than such an EEA Member Country or 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 Benchmark Rate to apply in relation to a currency in place of the existing Benchmark Rate for such currency under an applicable Facility in accordance with Clause 16.1 (Unavailability of Screen Rate); or

the method of calculation of any Benchmark Rate, (in each case including any amendment, replacement or waiver to the definition of “EURIBOR”, “NIBOR”, or “Screen Rate”, including an alternative or additional page, service or method for the determination thereof, or which relates to aligning any provision of a Finance Document (including amending, replacing or supplementing Schedule 18 (Compounded Rate Terms), Schedule 19 (Daily Non-Cumulative Compounded RFR Rate)) to the use of that Benchmark Rate, including making appropriate adjustments to this Agreement for basis, duration, time and periodicity for determination of that Benchmark Rate for any Interest Period and making other consequential and/or incidental changes);

the alternate benchmark 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 an affected Benchmark Rate 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 an affected Benchmark Rate 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 an affected Benchmark Rate 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 an affected Benchmark Rate or a Governmental Authority permanently or indefinitely ceases to provide the affected Benchmark Rate; 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 the affected Benchmark Rate announcing that such administrator has ceased or will cease to provide the affected Benchmark Rate, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide an affected Benchmark Rate;

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

a public statement or publication of information by the regulatory supervisor for the administrator of an affected Benchmark Rate announcing that such affected Benchmark Rate 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;

(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; and

(in relation to any date for payment or purchase of a Compounded Rate Currency, or in relation to the determination of the length of an Interest Period for a Compounded Rate Loan), an Additional Business Day relating to that Compounded Rate Currency or Compounded Rate Loan (as applicable);

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) 12.50 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) 12.50 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 (other than Bristow Norway AS) or Bristow Helicopters Limited ceases to own, directly or indirectly, legal and beneficial title to at least 49 percent of the issued share capital of Bristow Norway AS;

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;

Sterling; and

any currency in respect of which there are Compounded Rate Terms for such currency;

relates to a Compounded Rate Loan in that Compounded Rate Currency; and

is, or is scheduled to become, payable during the applicable Interest Period under any Finance Documents;

is notified by the Parent to the Agent and (unless otherwise agreed between the Parent and the Majority Lenders) either:

the Agent has made a Prevailing Market Determination; or

no Super Majority Lender Objection has occurred and is continuing; and

sets out, for that currency, the relevant terms and provisions relating to an alternative benchmark rate, base rate or reference rate (“New Rate”) and setting out any amendment or waiver of the terms of this Agreement or other Finance Documents for that New Rate, including making appropriate adjustments for basis, duration, time and periodicity for determination of that New Rate for any Interest Period and making other consequential and/or incidental changes;

a currency;

a Loan or an Unpaid Sum in that currency;

an Interest Period for such a Loan or Unpaid Sum (or other period for the accrual of commission or fees in respect of that currency); or

any term of this Agreement relating to the determination of a rate of interest in relation to such a Loan or Unpaid Sum, in respect of Sterling, the terms set out in the relevant part of Schedule 18 (Compounded Rate Terms) (or the Latest Compounded Rate Supplement relating to Sterling, as applicable, then in effect) and, for any other currency, the terms set out in the Latest Compounded Rate Supplement relating to such currency then in effect, or as otherwise agreed pursuant to Clause 16.1 (Unavailability of Screen Rate);

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; 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

with respect to which an Insolvency Event has occurred and is continuing, unless, in the case of paragraphs (a) and (c) above:

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,

(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 UK and/or Europe 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 an affected Benchmark Rate, 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 8,000,000, 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;

the applicable Screen Rate (rounded upwards to five decimal places) as of the Specified Time for the currency of that Term Rate Loan and for a period equal in length to the Interest Period of that Term Rate Loan; or

as otherwise determined pursuant to Clause 16.1 (Unavailability of Screen Rate),

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 an 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 Loan in relation to which a Utilisation Request has been submitted prior to the date on which the calculation as to 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) in respect of such Borrower for the purposes of determining First Out Availability in relation to that Utilisation;

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,

either:

the most recent applicable Term SOFR for the longest period (for which Term SOFR is available) which is less than the Interest Period of that Loan; or

if no such Term SOFR is available for a period which is less than the Interest Period of that USD Term Rate Loan, SOFR for a day which is two US Government Securities Business Days before the Quotation Day;

the most recent applicable Term SOFR for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of that Loan,

the Original Issuing Banks; and

any other 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 (u) to (z) below is designated by the Obligor’s Agent or relevant Borrower to issue, that Letter of Credit;

Barclays Bank PLC, and Barclays Bank Ireland PLC and Credit Suisse AG, New York Branch as Issuing Banks will only issue standby Letters of Credit;

unless it agrees otherwise in writing (which agreement shall not require the consent of any other Finance Party), Barclays Bank PLC will only issue Letters of Credit under the US/UK Tranche;

unless it agrees otherwise in writing (which agreement shall not require the consent of any other Finance Party), Barclays Bank Ireland PLC will only issue Letters of Credit under the Norwegian Tranche and/or the LILO Tranche. All references to the “Issuing Bank” (where applicable) shall be deemed to include references to Barclays Bank Ireland PLC as Issuing Bank in relation to the Continuing Letters of Credit (and references to a Letter of Credit “issued by it” (or similar) shall include the Continuing Letters of Credit with respect to Barclays Bank Ireland PLC);

Barclays Bank PLC shall not be required to (but may agree to without any need for any consent from any other Finance Party) issue Letters of Credit to any beneficiary incorporated in Germany, Italy or Spain or which is a branch, office or similar establishment located in Germany, Italy or Spain;

each Original Issuing Bank shall only issue Letters of Credit up to the maximum amount listed next to their name in Schedule 1, Part 3 (The Original Issuing Banks); and

only Barclays Bank Ireland 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;

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

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 a Lender as at the Sixth Amendment Agreement Date, the amount in the Base Currency set opposite its name under the heading “LILO Tranche Commitment” in Schedule 1, 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);

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;

other than where paragraph (b) below applies:

(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.

in relation to any Interest Period for any Loan (or any other period for the accrual of commission or fees) in a Compounded Rate Currency for which there are rules specified as “Business Day Conventions” in respect of that currency in the applicable Compounded Rate Terms, those rules shall apply;

the applicable Screen Rate (rounded upwards to five decimal places) as of the Specified Time for the currency of that Term Rate Loan and for a period equal in length to the Interest Period of that Term Rate 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 a Lender as at the Sixth Amendment Agreement Date, the amount in the Base Currency set opposite its name under the heading “Norwegian Tranche Commitment” in Schedule 1, 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 Sixth 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 Sixth 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 already party to this Agreement at such time) and any Financial Indebtedness incurred or applied to refinance or otherwise repay or prepay any such Existing Financial Indebtedness to the extent so applied and not exceeding the principal amount of such refinanced or repaid Existing Financial Indebtedness and any premiums, expenses, interest or fees accrued on any of the foregoing;

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;

in relation to euro, the European interbank market;

in relation to US Dollars, the market for overnight cash borrowing collateralised by US Government securities;

in relation to a Compounded Rate Currency, the market specified as such in the applicable Compounded Rate Terms; and

in relation to any other currency, the London interbank market;

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 EURIBOR, the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration and/or calculation of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Thomson Reuters or Refinitiv screen (or any replacement Thomson Reuters or Refinitiv 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);

where used in relation to a Continuing Letter of Credit, “Term” shall be deemed to include the period for which Barclays Bank PLC is under a liability under such Continuing Letters of Credit; and

if on the last day of the Term of a Letter of Credit, any amount may still be drawn thereunder by reason of the operation of Rule 3.13 or Rule 3.14 of the ISP98 (or any similar rule or law to which the Letter of Credit is subject or any similar express term of the Letter of Credit), the Issuing Bank shall be deemed to be under a liability in relation to such Letter of Credit in the amount so remaining available to be drawn and the Term shall be deemed to extend to the end of the period of thirty days following the date on which the Term of that Letter of Credit would otherwise have ended;

the term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period published (before any correction, recalculation or republication by the administrator) by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate) and if such page or service is replaced or ceases to be available, the Agent may specify another page or service displaying the relevant rate in accordance with Clause 16.1(b) (Unavailability of Screen Rate);

(if the term SOFR reference rate is not available for the Interest Period of that Loan) Interpolated Term SOFR (rounded to the same number of decimal places as Term SOFR) for that Loan; or

if:

no term SOFR reference rate is available for the Interest Period of that Loan; and

it is not possible to calculate Interpolated Term SOFR for that Loan,

the date that is the fifth (5^th) anniversary of the Sixth Amendment Date;

the date being 91 days prior to the 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,

in the case of a Springing Termination Date pursuant to paragraph (b) above on each day from the date starting on such Springing Termination Date to and including the date of the scheduled final maturity of the Material Indebtedness described in paragraph (b) above or, (in the case of a Springing Termination Date pursuant to paragraph (c)), on the Springing Termination Date, cash on balance sheet and/or Cash Equivalent Investments (which (in the case of cash) is maintained in a segregated bank account of an Obligor which is designated by the Parent (in its sole discretion) for the purposes of refinancing of such Material Indebtedness and which amount will not be required to be secured in favour of the Finance Parties) in an aggregate amount equal to the outstanding balance of Material Indebtedness due under paragraphs (b) or (c) above (as applicable), (such amount being the “Material Indebtedness Redemption Amount”); plus

(both prior to and immediately following the refinancing of such Material Indebtedness), Aggregate Availability in an amount equal to not less than USD 15,000,000; and

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

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;

the short-term interest rate target set by the US Federal Open Market Committee as published by the Federal Reserve Bank of New York from time to time or, if that target is not a single figure, the arithmetic mean of (i) the upper bound of the short-term interest rate target range set by the US Federal Open Market Committee and published by the Federal Reserve Bank of New York, and (ii) the lower bound of that target range; and

the applicable USD Central Bank Rate Adjustment;

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);

a Saturday or a Sunday; and

a day on which the Securities Industry and Financial Markets Association (or any successor organization) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities;

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 a Lender as at the Sixth Amendment Agreement Date, the amount in the Base Currency set opposite its name under the heading “US/UK Tranche Commitment” in Schedule 1, 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 value added tax imposed by the Value Added Tax Act 1994;

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 the United Kingdom or a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraphs (a) or (b), 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 the 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

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.

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;

“aircraft” includes fixed wing aircraft and helicopters;

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

a page or screen of an information service displaying a rate shall include:

any replacement page of that information service which displays that rate; and

the appropriate page of such other information service which displays that rate from time to time in place of that information service,

a “Central Bank Rate” shall include any successor rate to, or replacement rate for, that rate.

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.

Any reference to the Issuing Bank being satisfied that it has no further liability under a Letter of Credit or a determination that no amounts are outstanding under a Letter of Credit shall, in relation to the Continuing Letters of Credit, include Barclays Bank Ireland PLC being satisfied that Barclays Bank PLC no longer has any liabilities under and/or that no amounts are outstanding in respect of the relevant Continuing Letter(s) of Credit.

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.

A Super Majority Lender Objection is “continuing” for so long as a Super Majority Lender Objection has occurred and all the Super Majority Lenders (or if applicable the Super Majority Lenders in respect of any relevant or applicable Facility(ies)) assert and continue to assert their objection in respect of the relevant Compounded Rate Supplement to which the Super Majority Lender Objection relates (provided that such Super Majority Lender Objection shall cease to be “continuing” on the first date on which any such objection is supported by less than the Super Majority Lenders (or if applicable the Super Majority Lenders in respect of any relevant or applicable Facility(ies)) in each case as confirmed in writing by the Agent to the Parent.

The Latest Compounded Rate Supplement in relation to any currency or any Benchmark Rate Change made pursuant to paragraph Clause 16.1(b) (Unavailability of Screen Rate) shall be in full force and effect and shall automatically and unconditionally amend, replace, waive and form part of this Agreement and shall be binding on all parties hereto, and shall override, amend, replace and waive anything relating to that currency in 08 (Compounded Rate Terms) (and, where applicable, Schedule 19 (Daily Non-Cumulative Compounded RFR Rate)) or any earlier Compounded Rate Supplement or any other applicable terms of this Agreement in relation to such currency (and for the avoidance of doubt, to the extent such Latest Compounded Rate Supplement or any Benchmark Rate Change (or any provisions therein) is specified by its terms to take effect and apply on and from the first day of the next Interest Period or on and from another date, such provisions shall take effect automatically and unconditionally from such date). Without prejudice to the foregoing, the Finance Parties shall be required to enter into any amendment to the Finance Documents required by the Parent and/or the Agent (in each case acting reasonably) in order to facilitate or reflect any of the provisions contemplated by the Latest Compounded Rate Supplement or any such Benchmark Rate Change. The Agent and the Security Agent are each authorised and instructed by each Finance Party (without any consent, sanction, authority or further confirmation from them) to execute any such amendments to the Finance Documents (and shall do so on the request of and at the cost of the Parent) and to make any Prevailing Market Determination requested by the Parent. Each Obligor agrees to execute any such amendments to the Finance Documents (and shall do so on the request of and at the cost of the Parent).

“$”, “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.

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.

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.

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 Sixth Amendment Date (being USD 85,000,000) up to a maximum amount of USD 120,000,000.

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 to ensure 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);

receipt of all previously invoiced and documented reasonable out of pocket fees and expenses owing in respect of such increase to the Agent and the agreed upon fees of the Increase Lender(s) (other than any fees which are only payable after such increase); and

the Agent has received evidence satisfactory to the Agent (acting reasonably) that any such increase of the Total Commitments (if fully drawn) will not be in breach of the terms of any documentation evidencing the Material Indebtedness.

The Agent may rely on any certification from an Obligor as to the matters referred to in paragraphs (iii), (iv) and (vi) above unless it has actual knowledge or reasonable belief that any such certification is incorrect.

Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as it would have been had it been an Original Lender.

Bristow Helicopters Limited shall promptly on demand pay the Agent and the Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Revolving Facility Commitments under this Clause 2.2.

The Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 29.3 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 29.5 (Procedure for transfer) and if the Increase Lender was a New Lender.

The relevant Obligor(s) may pay to the Increase Lender a fee in the amount and at the times agreed to be paid by such Obligor in a Fee Letter between the Obligors’ Agent (or the relevant Obligor(s)) and the Increase Lender.

Neither the Agent nor any Lender shall have any obligation to find an Increase Lender and in no event shall any Lender whose Revolving Facility Commitment is replaced by an Increase Lender be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents.

Clause 29.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:

an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase;

the “New Lender” were references to that “Increase Lender”; and

a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Finance Parties’ rights and obligations

The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with Clause 2.3(c). The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other amount owed by an Obligor which relates to a Finance Party’s participation in a Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to that Finance Party by that Obligor.

A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

Obligors’ Agent

Each Obligor (other than the Parent) by its execution of this Agreement or an Accession Deed irrevocably appoints the Parent to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

the Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Accession Deed, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Parent,

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

Banking Services, Third Party Banking Services, Swap Agreements and Third Party Swap Agreements

Each Lender providing (or which has an Affiliate providing) Banking Services for, or having (or which has an Affiliate having) Swap Agreements with, any Borrower shall deliver to the Agent and the Obligors’ Agent on the date of this Agreement and, promptly after entering into (or an Affiliate entering into) such Banking Services or Swap Agreements, written notice setting out the aggregate amount of all Banking Services Obligations and Swap Agreement Obligations of such Borrower to such Lender and its Affiliates (whether matured or unmatured, absolute or contingent) and containing a confirmation from the relevant Affiliate (if applicable) that it agrees to the Transaction Security being held on the terms set out in the Finance Documents. In addition, each such Lender shall deliver to the Agent and the Obligors’ Agent, following the end of each calendar month, a summary of the amounts due or expected to become due in respect of such Banking Services Obligations and Swap Agreement Obligations to such Lender and its Affiliates. The most recent information provided to the Agent shall be used in determining the amounts to be applied in respect of such Banking Services Obligations and/or Swap Agreement Obligations pursuant to Clause 36.6 (Partial payments).

Promptly after or before a Borrower enters into arrangements in relation to Third Party Banking Services and/or a Third Party Swap Agreement that the Parent wishes to comprise Third Party Banking Services Obligations and/or Third Party Swap Agreement Obligations for the purposes of this Agreement and the Finance Documents, the Obligors’ Agent shall deliver to the Agent written notice setting out the aggregate amount of such Third Party Banking Services Obligations and/or Third Party Swap Agreement Obligations of such Borrower (whether absolute or contingent) and containing a confirmation that the relevant provider of the Third Party Banking Services and/or counterparty to the Third Party Swap Agreement: (i) has agreed to the US Transaction Security being held on the terms set out in the relevant Finance Documents, (ii) has been informed, and has acknowledged, its position in the payment waterfall set out in Clause 36.6 (Partial payments) and (iii) has been informed that only an aggregate amount of USD 10,000,000 of Third Party Banking Services Obligations and Third Party Swap Agreement Obligations will be secured pursuant to the Transaction Security Documents. In addition, the Obligors’ Agent shall deliver to the Agent, following the end of each calendar month, a summary of the amounts due or expected to become due in respect of such Third Party Banking Services Obligations and/or Third Party Swap Agreement Obligations to such provider and/or counterparty (as applicable). The most recent information provided to the Agent shall be used in determining the amounts to be considered to be Secured Obligations and any amounts to be applied in respect of such Third Party Banking Services Obligations and/or Third Party Swap Agreement Obligations pursuant to Clause 36.6 (Partial payments).

PURPOSE