Definitions and Interpretation

Representations

Amendment and Restatement

Finance Document

Continuity and Further Assurances

Undertakings

Costs and Expenses

Governing Law and Jurisdiction

Miscellaneous; Incorporation of Terms

BRISTOW U.S. LEASING LLC, a Delaware limited liability company whose registered address is at 1209 Orange St, Wilmington, DE 1980, USA (the “Borrower”);

BRISTOW GROUP INC., a corporation organised and existing under the laws of Delaware whose registered address is at 1209 Orange St, Wilmington DE 19801, USA (the “Parent Guarantor”);

BRISTOW HELICOPTERS LIMITED, a company limited by shares with registration number 00551102 whose registered office is at Redhille Aerodrome, Kings Mill Lane, Redhill, Surrey, RH1 5JZ, England (“BHL”);

THE FINANCIAL INSTITUTIONS named in the Facility Agreement as lenders (the “Lenders”);

NATIONAL WESTMINSTER BANK PLC as mandated lead arranger (the “Arranger”);

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

NATIONAL WESTMINSTER BANK PLC as security agent for the Secured Parties (the “Security Agent”).

DEFINITIONS AND INTERPRETATION

Words and expressions defined in the Facility Agreement (including by reference to another document) shall, unless the context requires otherwise, have the same respective meanings when used herein.

Cause 1.2 (Construction) of the Facility Agreement shall apply to this Deed, mutatis mutandis.

In this Deed:

Except as amended by this Deed, no other amendments shall be made to the Finance Documents and all such documents shall remain in full force and effect.

REPRESENTATIONS

AMENDMENT AND RESTATEMENT

With effect from (and subject to the occurrence of) the Effective Date:

the Facility Agreement shall be amended and restated in the form set out in Schedule 3 (Amended and Restated Facility Agreement);

all references in the Facility Agreement to “this Agreement” shall be read and construed as references to the Facility Agreement as amended and restated by Clause 3.1.1 of this Deed; and

all references in the Finance Documents (other than the Facility Agreement) to “the Facility Agreement” shall be read and construed as references to the Facility Agreement as amended and restated by Clause 3.1.1 of this Deed.

FINANCE DOCUMENT

CONTINUITY AND FURTHER ASSURANCES

Continuing obligations

save as amended by this Deed, the provisions of the Facility Agreement and the other Finance Documents shall continue in full force and effect; and

nothing in this Deed shall be construed as, or deemed to constitute an amendment, waiver, consent or approval by the Finance Parties of any matter, howsoever described, other than as expressly set out in this Deed.

Confirmation of Guaranteed Obligations

Confirmation of Security

UNDERTAKINGS

all documents and evidence set out in Part B of Schedule 1 of this Deed;

such further instruments, UCC and governmental filings (including an IDERA) and other documents, make, cause to be made and/or consent to all registrations with the applicable registries, and take such further action, as the Agent, the Security Agent or the Majority Lenders may from time to time reasonably request in order to further carry out the intent and purpose of the Finance Documents (as amended pursuant to the A&R Facility Agreement) and to establish, protect and enforce the rights, interests, remedies and Security (including the first priority thereof and as amended by the A&R Facility Agreement) created, or intended to be created, in favor of the Lenders or the Security Agent thereby.

COSTS AND EXPENSES

GOVERNING LAW AND JURISDICTION

This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law.

The terms of clause 44 (Enforcement) of the Facility Agreement shall apply to this Deed mutatis mutandis save that references to this Deed shall be construed as references to this Deed.

MISCELLANEOUS; INCORPORATION OF TERMS

No amendment shall be made to this Deed except in writing and with the prior written consent of the Borrower, the Parent Guarantor, BHL and the Agent (acting on the instructions of the Lenders).

The provisions of clauses 1.4 (Third party rights), 16 (Costs and Expenses), 18.10 (Further Assurance), 32 (Notices), 34 (Partial Invalidity), 35 (Remedies and Waivers), 37 (Confidential Information) and 40 (Counterparts) of the A&R Facility Agreement (in the form as will be amended and restated pursuant hereto) shall be incorporated into this Deed or “the Finance Documents” as if set out in full in this Deed, mutatis mutandis, and as if references in those clauses to “this Agreement” are references to this Deed.

A copy of this Deed, duly executed by each party thereto.

A copy of each Supplemental Security Document duly executed by each party thereto.

A copy of the BALL Guarantee, duly executed by each party thereto.

A copy of the BHL Guarantee, duly executed by each party thereto.

A certificate of the Secretary or Assistant of each of the Borrower and the Parent Guarantor attaching and certifying copies of the Borrower’s or the Parent Guarantor’s limited liability company agreement and of the resolutions of its managers authorising (i) the execution and delivery of this Deed and, in the case of the Borrower, each Supplemental Security Document to which it is a party and performance of each of the Borrower’s and the Parent Guarantor’s respective obligations thereunder and (ii) certifying the name, title and true signature of each manager of each of the Borrower and the Parent Guarantor executing this Deed and, in the case of the Borrower, each of the Supplemental Security Documents to which it is a party.

To the extent not delivered under paragraph 5 above, a certified copy of the certificate of formation, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organisation of each of the Borrower and the Parent Guarantor.

A certificate of the Company Secretary of each of BALL and BHL attaching and certifying copies of BALL’s or BHL’s certificate of incorporation, articles of association and of the resolutions of its directors authorising (i) the execution and delivery of the BALL Guarantee and the BHL Guarantee, respectively, and in the case of BHL, this Deed and performance of each of BALL’s and BHL’s respective obligations thereunder and (ii) certifying the name, title and true signature of each director and officer of BALL and BHL executing the BALL Guarantee and BHL Guarantee, respectively, and in the case of BHL, this Deed.

Evidence that the process agent of the Borrower and the Parent Guarantor appointed with respect to proceedings in the English courts has accepted its appointment.

A favourable legal opinion of Clifford Chance LLP addressed to each Finance Party, and covering (i) BALL’s due execution of the BALL Guarantee and BHL’s due execution of this Deed, the Supplemental BHL Security Agreements and the BHL Guarantee and (ii) such matters relating to this Deed, each Supplemental Security Document, the BALL Guarantee and BHL Guarantee, and the transactions contemplated therein, as the Agent shall reasonably request.

A favourable legal opinion of Kirkland & Ellis LLP, counsel to the Borrower and the Parent Guarantor, in the Borrower’s and the Parent Guarantor’s jurisdiction of incorporation addressed to each Finance Party, and covering the due execution and authority of each of the Borrower and the Parent Guarantor to enter into this Deed and, in the case of the Borrower, the Supplemental Security Documents to which it is a party.

If required by the Aircraft Title Counsel, on or promptly after the Effective Date evidence that appropriate registrations of International Interests have been made at the International Registry.

On or promptly after the Effective Date and in any event no later than five (5) Business Days after the Effective Date, evidence that any filings, registrations or other actions (including, without limitation, any registrations with the Civil Aviation Authority of the United Kingdom and the filing of the financing statement with the Secretary of State of the State of Delaware and any UCC filings), have been made.

On or promptly after the Effective Date and in any event within the statutory period required by law, evidence that all Security Documents executed by an English obligor have been filed with the Registrar of Companies for England and Wales.

We refer to the Deed of Amendment and Restatement. Unless the context otherwise requires, capitalised terms used herein but not otherwise defined shall have the meanings ascribed to them in the Deed of Amendment and Restatement.

We hereby confirm that:

we have received each of the conditions precedent listed in Schedule 1 (Conditions Precedent) to the Deed of Amendment and Restatement in form and substance satisfactory to Lenders; and

for the purposes of the Deed of Amendment and Restatement, the Effective Date is _____________ 2024.

This notice and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

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Partial Invalidity

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BRISTOW U.S. LEASING LLC, a Delaware limited liability company whose registered address is at 1209 Orange St, Wilmington, DE 1980, USA (the “Borrower”);

THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 as lenders (the “Original Lenders”);

NATIONAL WESTMINSTER BANK PLC as mandated lead arranger (the “Arranger”);

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

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

DEFINITIONS AND INTERPRETATION

Definitions

in relation to any person, mean, as to any Person, any other person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such person;

in relation to any member of the NatWest Group, the term “Affiliate” shall not include (i) the UK government or any member or instrumentality thereof, including His Majesty’s Treasury and UK Financial Investments Limited (or any directors, officers, employees or entities thereof) or (ii) any persons or entities controlled by or under common control with the UK government or any member or instrumentality thereof, (including His Majesty’s Treasury and UK Financial Investments Limited) and which are not part of NatWest Group.

vote ten per cent. (10%) or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of a person; or

direct or cause the direction of the management and policies of a person, whether through the ability to exercise voting power, by control or otherwise; and

the AgustaWestland AW189 aircraft bearing manufacturer’s serial number 92008;

the AgustaWestland AW189 aircraft bearing manufacturer’s serial number 92007;

the Sikorsky S92 aircraft bearing manufacturer’s serial number 920254;

the Sikorsky S92 aircraft bearing manufacturer’s serial number 920257;

the Sikorsky S92 aircraft bearing manufacturer’s serial number 920262,

Requirements of Law; and

with respect to the airframe or any other part of an Aircraft, all compliance requirements set forth in or under:

all maintenance manuals initially furnished by the manufacturer thereof with respect thereto, including any subsequent amendments or supplements to such manuals issued by the manufacturer or supplier thereof from time to time;

all mandatory service bulletins issued, supplied, or available by or through the applicable manufacturer with respect thereto;

all applicable airworthiness directives issued by the aviation regulatory agency having jurisdictional authority;

all conditions to the enforcement of any warranties pertaining thereto; and

any Maintenance Program then in effect in respect of the Aircraft.

in respect of an Aircraft that is enrolled on a full “tip to tail” manufacturer Maintenance Program and which, beginning with the LTV Test Date on 31 December 2023 and thereafter, is subject to Aircraft Interest Holder Agreements or Full Life Appraised Value;

in respect of an Aircraft which is not enrolled on a full “tip to tail” manufacturer Maintenance Program and beginning with the LTV Test Date on 31 December 2023 and thereafter, not subject to Aircraft Interest Holder Agreements, Half Life Appraised Value or Maintenance Adjusted Appraised Value,

for the purposes of testing the LTV Ratio, the values in the most recent Appraisal provided by the Appraiser dated no earlier than thirty (30) days before the relevant test date;

for the purposes of the Initial Appraised Value, the values in the most recent Appraisal by Cirium dated no later than ninety (90) days before the Utilisation Date and subject to reduction in a manner mutually agreed in the event of an Event of Loss or damage to an Aircraft exceeding the Major Damage Threshold unless such material damage is fully covered by the relevant Maintenance Program; and

for the purposes of calculating the Release Amount, the values in the most recent Appraisal for each Aircraft,

for the purposes of testing LTV Ratio, on the applicable test date; or

for the purposes of the Initial Appraised Value, one (1) Business Day prior to the service of the Utilisation Request.

the date falling ninety (90) days after the date of this Agreement (or such later date as may be agreed by the Agent and the Borrower in writing); and

the date the respective Commitments of the Lenders are reduced to zero in accordance with this Agreement.

its balance sheet or capital base or any part of that person or its liabilities or minimum regulatory capital or any combination thereof (including the United Kingdom bank levy as set out in the Finance Act 2011 (as amended) and any other levy or tax in any jurisdiction levied on a similar basis or for a similar purpose); or

any financial activities taxes (or other taxes) of a kind contemplated in the European Commission consultation paper on financial sector taxation dated 22 February 2011 or the Single Resolution Mechanism established by EU Regulation 806/2014 of 15 July 2014.

any date for payment or purchase of an amount relating to a Loan or Unpaid Sum; or

the determination of the first day or the last day of an Interest Period for a Loan, or Unpaid Sum, or otherwise in relation to the determination of the length of such an Interest Period,

any items not part of the specifications of the Aircraft which are on the Aircraft and owned by the Borrower, the Parent Guarantor, or any Permitted Third Party User; and

personal effects of any passenger.

is agreed in writing by the Borrower, the Agent (in its own capacity) and the Agent (acting on the instructions of the Majority Lenders);

specifies a calculation methodology for that rate; and

has been made available to the Borrower and each Finance Party.

any member of the Group or any of its advisers; or

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

information that:

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 37 (Confidential Information); or

is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that 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.

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 a 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,

loss of such property or the use thereof due to theft, disappearance, destruction, damage beyond repair or rendition of such property permanently unfit for normal use for any reason whatsoever;

any damage to such property that results in an insurance settlement with respect to such property on the basis of a total loss or constructive total loss;

the condemnation, confiscation or seizure of, or requisition of title to or use of, such property by the act of any government (foreign or domestic) (other than, in the case of the SAR Contract, the Department pursuant to SAR Contract Condition 42 or SAR Contract Condition 58 and in the case of the UKSAR2G Contract, pursuant to UKSAR2G Contract Condition 33 or UKSAR2G Contract Condition 6) or of any state or local authority or any instrumentality or agency of the foregoing (“Requisition of Use”) which in the case of a Requisition of Use extends for a period of twelve (12) consecutive months or more;

as a result of any rule, regulation, order or other action by any foreign or domestic or Governmental Authority (including, without limitation, the Governmental Authority) having jurisdiction over the aircraft and its operation:

the use of such property shall have been prohibited, or such property shall have been declared unfit for use, for a period of thirty (30) days or more; or

the Borrower shall be required to divest itself of its rights, title or interest in such property.

in relation to an Original Lender, the amount set opposite its name under the heading “Facility A Commitment” in Part II of Schedule 1 (The Original Parties) and the amount of any other Facility A Commitment transferred to it under this Agreement; and

in relation to any other Lender, the amount of any Facility A Commitment transferred to it under this Agreement,

in relation to an Original Lender, the amount set opposite its name under the heading “Facility B Commitment” in Part II of Schedule 1 (The Original Parties) and the amount of any other Facility B Commitment transferred to it under this Agreement; and

in relation to any other Lender, the amount of any Facility B Commitment transferred to it under this Agreement,

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 US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the 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 section 1471(d)(7) of the 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.

obligations of such Person for borrowed money;

obligations of such person evidenced by bonds, debentures, notes or other similar instruments;

obligations of such person in respect of the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business on terms customary in the trade) that are treated as debt in accordance with GAAP;

obligations of such person under any conditional sale or other title retention agreement(s) relating to property acquired by such person;

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a balance sheet liability (other than any liability in respect of a lease or hire purchase contract which would, in accordance with GAAP in force prior to 1 January 2019, have been treated as an operating lease);

all obligations, contingent or otherwise, of such person in respect of letters of credit, acceptances or similar extensions of credit;

guarantees of such Person of the type of Financial Indebtedness described in clauses (a) through (f) above;

Financial Indebtedness of a third party secured by any Security on property owned by such person, whether or not such Financial Indebtedness has been assumed by such person;

disqualified stock of such person;

off-balance sheet liabilities; and

all hedging obligations.

any Original Lender; and

any bank, financial institution, trust, fund or other entity which has become a Party as a “Lender” in accordance with Clause 23 (Changes to the Lenders),

the aggregate outstanding amount of the Loans and the Other Loans attributable to all Aircraft and the Other BALL Aircraft and the Other BHL Aircraft at such time; and

the aggregate of (i) the Appraised Value of all Aircraft and the Appraised Value (as defined in the BALL Facility Agreement) of the Other BALL Aircraft and the Appraised Value (as defined in the BHL Facility Agreement) of the Other BHL Aircraft, and (ii) the value of any additional Collateral provided pursuant to Clause 21.1 (LTV Test) and the value of any additional collateral provided pursuant to the equivalent provision of each of the BALL Facility Agreement and the BHL Facility Agreement.

the utilisation of the relevant Aircraft since its last major check;

time elapsed since the last full performance restoration of each Engine; and

time elapsed since the last major overhaul of the landing gear and (if applicable) the APU.

Test Date

Maximum LTV Ratio

the annual audited financial statements of the Group for the Fiscal Year ended 31 March 2022, including the balance sheet, income statement and cash flow statement, each audited by independent public accountants of recognised national standing and prepared in conformity with GAAP; and

the consolidated financial statements of the Parent Guarantor for the Fiscal Quarter ended September 2022.

the Security in favour of the Agent, the Security Agent and the Lenders under the Finance Documents;

Security for taxes either not yet due or being contested;

materialmen’s, mechanic’s, workmen’s, repairmen’s, employee’s, airport’s, navigation authority’s or other like Security arising in the ordinary course of business of any Finance Party for sums not yet overdue or being contested;

Security to secure the performance of statutory obligations, surety or appeal bonds, bid or performance bonds, insurance obligations or other obligations of a like nature incurred in the ordinary course of business;

any Permitted Third Party Agreements permitted in accordance with this Agreement;

Security created under the Maintenance Program;

until the relevant Switch Date, the Department’s rights to acquire an Aircraft pursuant to and in accordance with SAR Contract Condition 58;

following the relevant Switch Date, the Department’s right to acquire an Aircraft pursuant to and in accordance with the UKSAR2G Contract Condition 6;

Security created by the Agent, the Security Agent or any Lender; and

any lien or right of set-off arising under the general terms and conditions of the banking relationship of BHL with the Account Bank in relation to the Collection Account.

the Intercompany Leases;

any timeshare agreements or intercharge agreements:

in which the Borrower remains in operational control of the Aircraft; and

which are entered into by and between the Borrower and a Permitted Third Party User.

any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA; and “Multiemployer Plan” shall have the meaning set forth in Section 4001(a)(3) of ERISA; and

the defined benefit plan of a United Kingdom Subsidiary.

is agreed in writing by the Borrower, the Agent (in its own capacity) and the Agent (acting on the instructions of the Majority Lenders);

specifies the relevant terms which are expressed in this Agreement to be determined by reference to Reference Rate Terms; and

has been made available to the Borrower and each Finance Party.

the aggregate principal amount then outstanding under the aggregate of the Loans on any date of determination multiplied by a fraction whose numerator is the most recent Appraised Value of such Aircraft, and the denominator is the most recent Appraised Value of all Aircraft;

all accrued, but unpaid interest; and

any amounts due, owing or payable in respect of such Aircraft in accordance with this Agreement or other Finance Documents (other than contingent indemnification obligations and other contingent payment obligations in each case for which no claim has been made).

a Default by the Borrower in respect of any payment obligation hereunder; or

an involuntary proceeding commenced or an involuntary petition filed seeking (A) liquidation, reorganization or other relief in respect of an Obligor, BALL or any of that Obligor’s or BALL’s respective debts, or any substantial part of its respective assets, under any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect or (B) the appointment of a custodian, trustee, receiver, liquidator or other similar official for an Obligor, BALL, or for a substantial part of that Obligor’s or BALL’s respective assets.

a person named on the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC available at aspxhttps://home.
treasury.gov/policy-issues/financial-sanctions/specially-designated-nationals-and-blocked-persons-list-sdn-human-readable-lists, or as otherwise published from time to time;

a person named on the Sanctioned Entities List maintained by the U.S. Department of State available at http://www.state.gov, or as otherwise published from time to time;

a person named on the lists maintained by the United Nations Security Council available at https://www.un.org/securitycouncil/content/un-sc-consolidated-list, or as otherwise published from time to time;

a person named on the lists maintained by the European Union available at https://data.europa.eu/data/datasets/consolidated-list-of-persons-groups-and-entities-subject-to-eu-financial-sanctions?locale=en, or as otherwise published from time to time;

a person named on the lists maintained by the Treasury of the United Kingdom available at https://www.gov.uk/government/collections/financial-sanctions-regime-specific-consolidated-lists-and-releases, or as otherwise published from time to time;

any person physically located, organized or resident in a Sanctioned Country; or

any person controlled by any such person listed in paragraphs (a) to (f) above, to the extent that applicable Sanctions prohibit transactions with such controlled person.

the Facility A Secured Obligations;

the Facility B Secured Obligations;

the BALL Secured Obligations; and

the BHL Secured Obligations.

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.

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.

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 in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraphs (a) or (b) above, or imposed elsewhere.

Construction

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

the “Account Bank”, “Agent”, the “Arranger”, the “Security Agent”, any “Finance Party”, any “Lender”, any “Obligor” or any “Party” 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 in accordance with this Agreement;

“assets” includes present and future properties, revenues and rights of every description;

a Lender’s “cost of funds” in relation to its participation in a Loan is a reference to the average cost (determined either on an actual or a notional basis) which that Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in that Loan for a period equal in length to the Interest Period of that Loan;

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, replaced or restated;

a “group of Lenders” includes all the Lenders;

“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;

a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

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 provision of law is a reference to that provision as amended or re-enacted from time to time; and

a time of day is a reference to London time.

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.

Words importing the plural shall also include the singular and vice versa.

Subject to Clause 1.5 (Accounting Terms and Determination), unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of the Parent Guarantor delivered pursuant to Clause 18.1 (Financial Statements).

A Default (including an Event of Default) is “continuing” if it has not been remedied or waived.

A reference in this Agreement to 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, and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Agent after consultation with the Borrower.

A reference in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate.

Any Reference Rate Supplement overrides anything in:

Schedule 8 (Reference Rate Terms); or

any earlier Reference Rate Supplement.

A Compounding Methodology Supplement relating to the Daily Non-Cumulative Compounded RFR Rate overrides anything relating to that rate in:

Schedule 9 (Daily Non-Cumulative Compounded RFR Rate); or

any earlier Compounding Methodology Supplement.

Currency symbols and definitions

Third party rights

Unless expressly provided to the contrary in any Finance Document and other than the rights of the Finance Parties (as defined in the BALL Facility Agreement and the Finance Parties (as defined in the BHL Facility Agreement) to enforce and to enjoy the benefit of any term of this Agreement expressed for their benefit, 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 to enjoy the benefit of any term of this Agreement.

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.

Accounting Terms and Determination

any change in accounting principles from those used in the preparation of the financial statements of the Parent Guarantor referred to in Clause 18.1 (Financial Statements) is hereafter occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), and such change materially affects the calculation of any component of any financial covenant, standard or term found in this Agreement; or

there is a material change in federal, state or foreign tax laws which materially affects any of the Borrower and their Subsidiaries’ ability to comply with the covenants, standards or terms found in this Agreement,

THE FACILITIES

The Facilities

a sterling term loan facility in an aggregate amount equal to the Total Facility A Commitments; and

a sterling term loan facility in an aggregate amount equal to the Total Facility B Commitments.

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 paragraph (c) below. 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.

PURPOSE

Purpose

Facility A will be used for the purposes of refinancing, or partially refinancing, the Facility A Aircraft and for general working capital purposes relating to the UKSAR2G Contract; and

Facility B will be used for the purposes of refinancing, or partially refinancing, the Facility B Aircraft and for general working capital purposes relating to the UKSAR2G Contract.

Monitoring

CONDITIONS OF UTILISATION

Conditions

The Borrower may not deliver the Utilisation Request unless the Agent has received the documents and other evidence listed in Part I of Schedule 2 (Conditions precedent) in form and substance satisfactory to the Agent (unless otherwise waived by the Agent). The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

Prior to the service of the Utilisation Request, the Borrower shall agree to execute and deliver, and shall procure that the Department executes and delivers, the Assurance Letter in the form approved by the Department, the Borrower, the Parent Guarantor, BHL, and the Finance Parties.

Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

Utilisation Specific Conditions precedent

Maximum Amount and Timing of Utilisation

The Utilisation Request issued by the Borrower under the Facilities must comply with the following requirements:

the aggregate amount of the Utilisation under the Facilities shall be an amount which when aggregated with the amount drawn or to be drawn under the Facility (as such term is defined under the BALL Facility Agreement) must not exceed an amount equal to eighty per cent. (80%) of the aggregate of:

the Initial Appraised Value for all Aircraft; and

the Initial Appraised Value (as defined in the BALL Facility Agreement) of the Other BALL Aircraft under the BALL Facility Agreement,

the aggregate amount of the Utilisation, under the Facilities on or before the date of such Utilisation, will not exceed the Total Commitments.

No Utilisation may take place after the end of the Availability Period.

The Utilisation shall take place at the same time as the utilisation under the BALL Facility Agreement.

Delivery of documents

Post Utilisation

On or promptly after the Utilisation Date the Borrower shall ensure that the Agent receives from Aircraft Title Counsel evidence that appropriate registrations of International Interests have been made on the International Registry in favour of the Security Agent. The Borrower shall further ensure that within five (5) Business Days, the Agent shall have received a favourable opinion from Aircraft Title Counsel who made the International Registry registrations, in each case, relating to the ownership and lien status of each Aircraft after the filing of the Mortgage or other registration of the security interest in favour of the Security Agent.

The Borrower shall, promptly after the Utilisation Date and in any event no later than the date falling ninety (90) days after the Utilisation Date, procure that BHL opens the Collection Account and enters into an Account Charge (together with any account control agreement or notice and acknowledgement as applicable) in relation to the Collection Account and deliver to the Agent, corporate resolutions and legal opinions in relation to such Account Charge.

In the event that, on or before the end of the Availability Period:

the Department declines in writing to provide the necessary authorizations described in paragraph (xxi) of paragraph 1 of Part II of Schedule 2 (Conditions Precedent) of this Agreement or the U.S. Department of State declines in writing to provide the ITAR authorizations; or

if applicable, the Department declines in writing to provide authorisations for the continued financing of the Aircraft under this Facility;

the parties are unable to agree on the form of Finance Documents (other than this Agreement) to be executed as of the Utilisation Date, the Borrower has given notice to the Agent that the undrawn amount of the Lenders’ Commitments is reduced to zero; or

the Borrower does not fulfil the conditions for Utilisation set forth herein,

Repayment Schedule

Upon receipt of a Utilisation Request in accordance with the provisions of this Agreement, the Agent shall in consultation with the Borrower and the Lenders, prepare a repayment schedule (or revised repayment schedule, as applicable) in respect of a Loan. Such repayment schedule shall be calculated so that the relevant Loan will amortize on the basis that the Borrower will repay a Loan in equal consecutive quarterly instalments commencing on 31 March 2023 until the Termination Date and the Agent and the Borrower will acknowledge such repayment schedule on or prior to the Utilisation Date and each Lender and the Security Agent hereby authorise the Agent to execute such acknowledgement on its behalf.

Following any partial prepayment of a Loan is made pursuant to Clause 7 (Prepayment and Cancellation), the Agent shall in consultation with the Borrower and the Lenders prepare a revised Repayment Schedule calculated on the same basis as the most recently prepared Repayment Schedule but taking into account the relevant partial prepayment and its required manner of application pursuant hereto. The Agent will then promptly send a copy of such revised Repayment Schedule to the Borrower and to each of the other Finance Parties, and the Agent and the Borrower will promptly sign an acknowledgement to such revised Repayment Schedule, upon which the then existing Repayment Schedule shall be treated as being null and void and the revised Repayment Schedule shall (in the absence of manifest error) take effect as the Repayment Schedule from the date that the prepayment is made in accordance with Clause 7 (Prepayment and Cancellation), and all payments hereunder shall thenceforth be made in accordance therewith. Each Lender and the Security Agent hereby authorise the Agent to execute such acknowledgement of the revised Repayment Schedule on its behalf.

UTILISATION

Delivery of the Utilisation Request

Completion of the Utilisation Request

The Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

the proposed Utilisation Date is a Business Day within the Availability Period; and

it specifies that the currency of the Utilisation is sterling,

Only one (1) Utilisation Request may be served under this Agreement in respect of the Facilities for all Aircraft.

Lenders’ participation

If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available on the Utilisation Date through its Facility Office.

The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

The Agent shall notify each Lender of the amount of each Loan, the amount of its participation in that Loan, in each case, by the Specified Time.

Cancellation of Commitment

REPAYMENT

Repayment of Loans

No re borrowing

PREPAYMENT AND CANCELLATION

Illegality

that Lender shall promptly notify the Agent upon becoming aware of that event;

upon the Agent notifying the Borrower, each Available Commitment of that Lender will be immediately cancelled; and

to the extent that the Lender’s participation has not been transferred pursuant to paragraph (d) of Clause 7.5 (Right of replacement or repayment and cancellation in relation to a single Lender), the Borrower shall repay that Lender’s participation in the Loans made to the Borrower on the last day of the Interest Period for each Loan occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment(s) shall be immediately cancelled in the amount of the participations repaid.

Voluntary cancellation

Voluntary prepayment of Facility

Subject to paragraphs (b), (c)(i), (d) and (e) below, the Borrower may, if it gives the Agent not less than five (5) RFR Banking Days’ (or such shorter period as the Majority Lenders and the Agent may agree) prior notice, prepay the whole or any part of a Loan (but, if in part, being an amount that reduces the amount of that Loan by a minimum amount of £1,000,000).

Each Loan may only be prepaid after the last day of the Availability Period (or, if earlier, the day on which the applicable Available Facility is zero).

If a prepayment of a Loan (in whole or in part) in accordance with this Clause 7.3 (Voluntary prepayment of Facility) is made, the Borrower shall pay to the Agent for the account of the Lenders on the date of such prepayment a prepayment fee equal to:

if such prepayment occurs from the Utilisation Date to (but excluding) the date falling eighteen (18) months after the Utilisation Date (the “First Call Date”), one per cent. (1%) of the aggregate amount prepaid;

if such prepayment occurs on or after the First Call Date, zero prepayment fee shall be required to be paid.

The Borrower may make a prepayment under this Clause 7.3 (Voluntary prepayment of Facility) no more than four (4) times in every 12-month period.

The Facility A Loan may only be prepaid in full after the later of (i) the Facility B Secured Obligations Discharge Date, (ii) the BALL Secured Obligations Discharge Date and (iii) the BHL Secured Obligations Discharge Date.

Mandatory Prepayment Events

A Mandatory Prepayment Event shall occur if:

any Aircraft is subject to a Final Disposition in accordance with the terms of the SAR Contract or the UKSAR2G Contract, as applicable, or paragraph (b) of Clause 18.16 (Sale of Collateral) applies;

an Aircraft is subject to an Event of Loss;

either the SAR Contract or UKSAR2G Contract is:

terminated; or

subject to a Partial Termination,

an Intercompany Lease of an Aircraft is terminated unless a replacement Intercompany Lease is entered into for such Aircraft and such replacement Intercompany Lease is subject to a Lease Assignment, in each case, on or prior to such termination;

BHL is replaced by a Replacement Supplier which does not meet the requirements set out in Clause 19.2(g) (Provisions relating to the UKSAR2G Contract).

At any time following the occurrence of a Mandatory Prepayment Event in the case of a Mandatory Prepayment Event described in Clause 7.4(a)(i), the Release Amount in respect of the Aircraft which is the subject of a Final Disposition will become immediately due and payable by the Borrower.

At any time following the occurrence of a Mandatory Prepayment Event in the case of a Mandatory Prepayment Event described in Clause 7.4(a)(ii), the Borrower shall repay the relevant Loan in the amount of the Release Amount as it relates to such Aircraft, promptly upon its receipt of the insurance proceeds relating to such Event of Loss but in no event later than ninety (90) days after the occurrence of such Event of Loss (irrespective of whether any or all of such proceeds have been received). Upon the Agent’s receipt in good funds of all of the amounts required to be paid pursuant to the preceding sentence (whether by applying Borrower’s payment of such amounts, or any such insurance proceeds, or both), the Security Agent shall release the Collateral created pursuant to the applicable Finance Documents relating to such Aircraft, and, provided that no Relevant Default or Event of Default has occurred and is continuing, the Agent shall promptly remit to the Borrower any such insurance proceeds so received by the Agent, in excess of the Release Amount and the relevant Aircraft will cease to be an “Aircraft” for the purposes of this Agreement.

At any time following the occurrence of a Mandatory Prepayment Event in the case of a Mandatory Prepayment Event described in sub-paragraph (A) of Clause 7.4(a)(iii), the Agent may (acting on the instructions of the Majority Lenders) declare that each Loan shall immediately become due and payable by the Borrower.

At any time following the occurrence of a Mandatory Prepayment Event, in the case of a Mandatory Prepayment Event described in sub-paragraph (B) of Clause 7.4(a)(iii), the Borrower shall repay the relevant Loan in the amount of the Release Amount as it relates to such Aircraft promptly upon its receipt of the compensation proceeds relating to such Partial Termination but in no event later than ninety (90) days after the occurrence of such Partial Termination (irrespective of whether any or all of such proceeds have been received). Upon the Agent’s receipt in good funds of all of the amounts required to be paid pursuant to the preceding sentence (whether by applying Borrower’s payment of such amounts, or any such compensation proceeds, or both), the Security Agent shall release the Collateral created pursuant to the applicable Finance Documents relating to such Aircraft, and, provided that no Relevant Default or Event of Default has occurred and is continuing and, no LTV Trigger Event is continuing, the Agent shall promptly remit to the Borrower any such compensation proceeds so received by the Agent, in excess of the Release Amount and the relevant Aircraft will cease to be an “Aircraft” for the purposes of this Agreement.

At any time following the occurrence of a Mandatory Prepayment Event in the case of a Mandatory Prepayment Event described in Clause 7.4(a)(iv), the Release Amount in respect of the Aircraft which is not subject to an Intercompany Lease which is subject to a Lease Assignment, will become immediately due and payable by the Borrower.

At any time following the occurrence of a Mandatory Prepayment Event in the case of a Mandatory Prepayment Event described in Clause 7.4(a)(v), the Agent may (acting on the instructions of the Majority Lenders) declare that each Loan shall immediately become due and payable by the Borrower.

Right of replacement or repayment and cancellation in relation to a single Lender

If:

any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.2 (Tax gross-up); or

any Lender claims indemnification from the Borrower under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs), the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment(s) of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) below.

On receipt of a notice of cancellation referred to in paragraph (a) above, the Available Commitment(s) of that Lender shall be immediately reduced to zero.

On the last day of each Interest Period which ends after the Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Borrower in that notice), the Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan and that Lender’s corresponding Commitment(s) shall be immediately cancelled in the amount of the participations repaid.

If:

any of the circumstances set out in paragraph (a) above apply to a Lender; or

an Obligor becomes obliged to pay any amount in accordance with Clause 7.1 (Illegality) to any Lender,

The replacement of a Lender pursuant to paragraph (d) above shall be subject to the following conditions:

the Borrower shall have no right to replace the Agent;

neither the Agent nor any Lender shall have any obligation to find a replacement Lender;

in no event shall the Lender replaced under paragraph (d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and

the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (d) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer.

A Lender shall perform the checks described in paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.

Restrictions

Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and the prepayment fee payable in accordance with paragraph (c) of Clause 7.3 (Voluntary prepayment of Facility).

The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

If all or part of any Lender’s participation in a Loan under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender’s Commitment (equal to the amount of the participation which is repaid or prepaid) in respect of that Facility in will be deemed to be cancelled on the date of repayment or prepayment.

Application of prepayments

Any prepayment of a Loan pursuant to Clause 7.3 (Voluntary prepayment of Facility) shall be applied pro rata to each Lender’s participation in that Loan.

If the Facility A Loan is prepaid in accordance with Clause 7.3 (Voluntary prepayment of Facility) then the amount of the Repayment Instalments for each Repayment Date falling after the prepayment will reduce, at the election of the Borrower:

pro rata across all Repayment Instalments;

in chronological order; or

in inverse chronological order,

If the Facility B Loan is prepaid in accordance with Clause 7.3 (Voluntary prepayment of Facility) then the amount of the Repayment Instalments for each Repayment Date falling after the prepayment will reduce, at the election of the Borrower:

pro rata across all Repayment Instalments;

in chronological order; or

in inverse chronological order,

If there is a partial prepayment of Facility A Loan pursuant to this Clause 7 (Prepayment and Cancellation) other than a prepayment made in accordance with Clause 7.3 (Voluntary prepayment of Facility), then the amount of the Repayment Instalments for each Repayment Date falling after the prepayment will reduce, at the election of the Agent:

pro rata;

in chronological order; or

in inverse chronological order,

If there is a partial prepayment of Facility B Loan, pursuant to this Clause 7 (Prepayment and Cancellation) other than a prepayment made in accordance with Clause 7.3 (Voluntary prepayment of Facility), then the amount of the Repayment Instalments for each Repayment Date falling after the prepayment will reduce, at the election of the Agent:

pro rata;

in chronological order; or

in inverse chronological order,

INTEREST

Calculation of interest

The rate of interest on each Loan for any day during an Interest Period is the percentage rate per annum which is the aggregate of the applicable:

Margin; and

Compounded Reference Rate for that day.

If any day during an Interest Period for a Loan is not an RFR Banking Day, the rate of interest on that Loan for that day will be the rate applicable to the immediately preceding RFR Banking Day.

Payment of interest

Default interest

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which is two per cent. (2%) per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 8.3 shall be immediately payable by that Obligor on demand by the Agent.

Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

Notifications

The Agent shall promptly upon an Interest Payment being determinable notify:

the Borrower of that Interest Payment;

each relevant Lender of the proportion of that Interest Payment which relates to that Lender’s participation in the relevant Loan; and

the relevant Lenders and the Borrower of:

each applicable rate of interest relating to the determination of that Interest Payment; and

to the extent it is then determinable, the Market Disruption Rate (if any) relating to the relevant Loan.

The Agent shall promptly notify the Borrower of each Funding Rate relating to the relevant Loan.

The Agent shall promptly notify the relevant Lenders and the Borrower of the determination of a rate of interest relating to the relevant Loan to which Clause 10.2 (Cost of funds) applies.

This Clause 8.4 shall not require the Agent to make any notification to any Party on a day which is not a Business Day.

INTEREST PERIODS

Selection of Interest Periods

The Borrower may select an Interest Period for a Loan in the Utilisation Request.

The Borrower may select each subsequent Interest Period in respect of a Loan in a Selection Notice.

Each Selection Notice is irrevocable and must be delivered to the Agent no later than the Specified Time.

If the Borrower fails to select an Interest Period in the Utilisation Request or fail to deliver a Selection Notice to the Agent, then the relevant Interest Period shall, be, three (3) Months.

The Borrower may select an Interest Period of any period specified in the Reference Rate Terms in relation to the relevant Loan.

Save for the first Interest Period in respect of a Loan which shall start on the Utilisation Date and end on the first Repayment Date, each subsequent Interest Period shall start on the last day of its preceding Interest Period for that Loan.

An Interest Period in respect of a Loan that would otherwise extend beyond a Repayment Date shall be of such duration that it shall end on that Repayment Date. The final Interest Period in relation to a Loan shall end on the Termination Date.

Non-Business Days

CHANGES TO THE CALCULATION OF INTEREST

Market disruption

a Market Disruption Rate is specified in the Reference Rate Terms; and

before the Reporting Time the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed fifty per cent (50%) of that Loan) that its cost of funds relating to its participation in that Loan would be in excess of that Market Disruption Rate,

Cost of funds

If this Clause 10.2 applies to a Loan for an Interest Period, Clause 8.1 (Calculation of interest) shall not apply to that Loan for that Interest Period and the rate of interest on each Lender’s share of that Loan for that Interest Period shall be the percentage rate per annum which is the sum of:

the applicable Margin; and

the rate notified to the Agent by that Lender as soon as practicable and in any event by the Reporting Time, to be that which expresses as a percentage rate per annum its cost of funds relating to its participation in that Loan.

If this Clause 10.2 applies and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest.

Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

If this Clause 10.2 applies pursuant to Clause 10.1 (Market disruption) and:

a Lender’s Funding Rate is less than the Market Disruption Rate; or

a Lender does not notify a rate to the Agent by the Reporting Time,

If this Clause 10.2 applies the Agent shall, as soon as is practicable, notify the Borrower.

FEES

Structuring fee

Facility fee

Agency fee

Security Agent fee

TAX GROSS-UP AND INDEMNITIES

Definitions

where it relates to a Lender that is an Original Lender, contains the scheme reference number and jurisdiction of tax residence stated opposite that Lender’s name in Part II of Schedule 1 (The Original Parties) and is filed with HM Revenue & Customs within thirty (30) days of the date of this Agreement; or

where it relates to a Lender that is not an Original Lender, contains the scheme reference number and jurisdiction of tax residence stated in respect of that Lender in the documentation which it executes on becoming a Party as a Lender and is filed with HM Revenue & Customs within thirty (30) days of that date.

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 section 879 of the 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 section 18A of the 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 section 879 of the 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 section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the 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 section 19 of the CTA) of that company; or

a Treaty Lender; or

a Lender which is a building society (as defined for the purpose of section 880 of the ITA) making an advance under a Finance Document.

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 section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; 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 interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.

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

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

fulfils all other conditions which must be fulfilled in order to benefit from full exemption under the relevant Treaty and United Kingdom domestic law from Tax imposed by the United Kingdom on interest payable to that Lender in respect of an advance under a Finance Document, including the completion of any necessary procedural formalities.

Tax gross-up

Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

The Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall promptly notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall promptly notify the Borrower and that Obligor.

If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

A payment shall not be increased under paragraph (c) above:

by reason of a Tax Deduction on account of Tax imposed by the United Kingdom, if on the date on which the payment falls due:

the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the published interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority (other than any change that occurs pursuant to, or in connection with the adoption, ratification, approval or acceptance of, the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting of 24 November 2016 in or by any jurisdiction); or

the relevant Lender is a Qualifying Lender solely by virtue of paragraph (a) of the definition of Qualifying Lender and:

an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the Obligor making the payment or from the Borrower a certified copy of that Direction; and

the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or

the relevant Lender is a Qualifying Lender solely by virtue of paragraph (a) of the definition of Qualifying Lender and:

the relevant Lender has not given a Tax Confirmation to the Borrower; and

the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Borrower, on the basis that the Tax Confirmation would have enabled the Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or

the relevant Lender is a Treaty Lender and the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) or (h) (as applicable) below.

by reason of a Tax Deduction on account of Tax imposed by the United States of America:

pursuant to a law in effect on the date on which (x) such Lender acquires such interest in the Loan or Commitment or (y) such Lender changes its Facility Office, except in each case to the extent that amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Facility Office or

attributable to such Lender’s failure to deliver any withholding certificate on an applicable Form W-8, Form W-9 or any other relevant or successor form that such Lender is legally permitted to deliver or any other withholding statement or other document, authorisation or waiver as the Borrower or Agent may reasonably require to certify or establish an exemption from any such Tax Deduction.

If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

Subject to paragraph (ii) below, a Lender and each Obligor which makes a payment to which that Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

A Lender which is an Original Lender and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Part II of Schedule 1 (The Original Parties); and

a Lender which is not an Original Lender and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the documentation which it executes on becoming a Party as a Lender,

If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (g)(ii) above and:

the Borrower making a payment to that Lender has not made the Borrower DTTP Filing in respect of that Lender; or

the Borrower making a payment to that Lender has made the Borrower DTTP Filing in respect of that Lender but:

the Borrower DTTP Filing has been rejected by HM Revenue & Customs;

HM Revenue & Customs has not given the Borrower authority to make payments to that Lender without a Tax Deduction within thirty (30) Business Days of the date of the Borrower DTTP Filing; or

HM Revenue & Customs has given the Borrower authority to make payments to that Lender without a Tax Deduction but such authority has subsequently been revoked or otherwise terminated or expired (or is due to otherwise terminate or expire within the next three (3) months),

If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (g)(ii) above, no Obligor shall make the Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Commitment(s) or its participation in any Loan unless the Lender otherwise agrees.

The Borrower shall, promptly on making the Borrower DTTP Filing, deliver a copy of the Borrower DTTP Filing to the Agent for delivery to the relevant Lender.

A UK Non-Bank Lender shall promptly notify the Borrower and the Agent if there is any change in the position from that set out in the Tax Confirmation.

If:

a Tax Deduction should have been made in respect of a payment made by or on account of an Obligor to a Lender under a Finance Document;

either:

the relevant Obligor (or the Agent, if it is the applicable withholding agent) was unaware, and could not reasonably be expected to have been aware, that such Tax Deduction was required and as a result did not make the Tax Deduction or made a Tax Deduction at a reduced rate;

in reliance on the notifications and confirmation provided pursuant to Clause 12.5 (Lender Status Confirmation), the relevant Obligor did not make such Tax Deduction or made a Tax Deduction at a reduced rate; or

any Finance Party has not complied with its obligation under paragraphs (b) above and as a result the relevant Obligor did not make the Tax Deduction or made a Tax Deduction at a reduced rate; and

the applicable Obligor would not have been required to make an increased payment under paragraph (d) above in respect of that Tax Deduction or increased Tax Deduction,

Tax indemnity

The Borrower shall (within ten (10) Business Days of demand by the Agent) pay (or procure payment) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party reasonably and in good faith determines will be or has been suffered for or on account of Tax by that Protected Party:

in relation to the relevant sum received or receivable under a Finance Document from an Obligor; or

arising from the purchase, sale, import, export, registration, non-registration, ownership, leasing, subleasing, performance, transportation, management, servicing, operation, possession, parting with possession, use, disposal, control, condition, testing, acceptance, storage, condition, delivery, non-delivery, design, manufacture, modification, overhaul, conversion, repair, refurbishment, replacement, loss, damage, removal, redelivery, inspection, insurance, reinsurance, lack of insurance, lack of reinsurance, or maintenance of any Aircraft, Engine or Part by any person (whether in the air or on the ground).

Paragraph (a) above shall not apply:

with respect to any Tax assessed on a Finance Party:

under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

under the law of any jurisdiction in which that Finance Party’s Facility Office or other permanent establishment (other than a permanent establishment arising solely from being party to or receiving payments under the Finance Documents) is or has been located in respect of amounts received or receivable in that jurisdiction (or in respect of amounts attributable or allocable to the permanent establishment),

to the extent a loss, liability or cost:

is compensated for by an increased payment under Clause 12.2 (Tax gross-up);

would have been compensated for by an increased payment under Clause 12.2 (Tax gross-up) but was not so compensated because any of the exclusions in paragraph (d) of Clause 12.2 (Tax gross-up) applied;

(for the avoidance of doubt) is compensated for by Clause 12.6 (Stamp taxes) or Clause 12.7 (VAT) (or would have been so compensated by either Clause but was not so compensated because any of the exceptions set out in the relevant Clause applied);

(for the avoidance of doubt) is suffered or incurred in respect of any Bank Levy (or any payment attributable to, or liability arising as a consequence of, a Bank Levy);

is determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Protected Party; or

relates to a FATCA Deduction required to be made by a Party.

A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Agent on becoming aware of the event which will give, or has given, rise to the claim, following which the Agent shall promptly notify the Borrower.

A Protected Party shall, on receiving a payment from an Obligor under this Clause 12.3, notify the Agent.

Tax Credit

a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

that Finance Party (or any Affiliate) has obtained and utilised that Tax Credit,

Lender status confirmation

not a Qualifying Lender;

a Qualifying Lender (other than a Treaty Lender); or

a Treaty Lender(on the assumption that all procedural formalities have been completed).

Stamp taxes

(for the avoidance of doubt and without prejudice to Clause 15.2(a) (Limitation of Liability)) any such stamp duty, registration or other similar Tax payable in respect of an assignment or transfer of a Loan (or part thereof) by that Finance Party or other disposal of a Finance Party’s rights or obligations under a Finance Document; or

to the extent that such stamp duty, registration or other similar Tax becomes payable upon a voluntary registration made by any Finance Party if such registration is not necessary to evidence, prove, maintain, enforce, compel or otherwise assert the rights of any Finance Party or obligations of any Party under a Finance Document.

VAT

All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (upon such Finance Party providing an appropriate VAT invoice to that Party).

If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably and in good faith determines relates to the VAT chargeable on that supply; and

(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably and in good faith determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably and in good faith determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

Any reference in this Clause 12.7 (VAT) to any Party shall, at any time when such Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated as making the supply or (as appropriate) receiving the supply under the grouping rules (as provided for in Article 11 of the Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or any other similar provision in any jurisdiction which is not a member state of the European Union)) (including, for the avoidance of doubt, in accordance with section 43 of the United Kingdom Value Added Tax Act 1994) so that reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be) or the representative member of such group at such time.

In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

FATCA information

Subject to paragraph (c) below, each Party shall, within ten (10) Business Days of a reasonable request by another Party:

confirm to that other Party whether it is:

a FATCA Exempt Party; or

not a FATCA Exempt Party;

supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and

supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

Paragraph (a) above shall not oblige any Party to do anything which would or might in its reasonable opinion constitute a breach of:

any law or regulation;

any fiduciary duty; or

any duty of confidentiality.

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (a)(ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

If a Borrower is a US Tax Obligor or the Borrower or Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within ten (10) Business Days of the Utilisation Date:

where an Original Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement;

where a Borrower is a US Tax Obligor on a date on which any other Lender becomes a Party as a Lender, that date;

the date a new US Tax Obligor accedes as a Borrower; or

where a Borrower is not a US Tax Obligor, the date of a request from the Agent,

a withholding certificate on an applicable Form W-8, Form W-9 or any other relevant or successor form; and

any withholding statement or other document, authorisation or waiver as the Borrower or Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

The Agent shall promptly provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to the relevant Borrower.

If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Lender pursuant to paragraph (e) above is or becomes inaccurate, outdated or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent). The Agent shall promptly provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the relevant Borrower.

The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verification. The Agent shall not be liable for any action taken by it under or in connection with paragraphs (e), (f) or (g) above.

FATCA Deduction

Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Borrower and the Agent and the Agent shall notify the other Finance Parties.

INCREASED COSTS

Increased Costs

Subject to Clause 13.3 (Exceptions) the Borrower shall, within three (3) Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement.

In this Agreement “Increased Costs” means:

a reduction in the rate of return from a Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

an additional or increased cost; or

a reduction of any amount due and payable under any Finance Document,

Increased Cost claims

A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased Costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.

Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

Exceptions

Clause 13.1 (Increased Costs) does not apply to the extent any Increased Cost is:

attributable to a Tax Deduction required by law to be made by an Obligor;

attributable to a FATCA Deduction required to be made by a Party;

compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax indemnity) but was not so compensated because any of the exclusions in paragraph (b) of Clause 12.3 (Tax indemnity) applied);

compensated for by Clause 12.6 (Stamp taxes) or Clause 12.7 (VAT) (or would have been so compensated but was not so compensated solely because any of the exceptions set out in the relevant Clause applied);

(for the avoidance of doubt) suffered or incurred in respect of any Bank Levy (or any payment attributable to, or any liability arising as a consequence of, a Bank Levy); or

attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

In this Clause 13.3, a reference to a “Tax Deduction” has the same meaning given to that term in Clause 12.1 (Definitions).

OTHER INDEMNITIES

Currency indemnity

If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

making or filing a claim or proof against that Obligor;

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

Other indemnities

the occurrence of any Event of Default;

a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 28 (Sharing among the Finance Parties);

funding, or making arrangements to fund, its participation in a Loan requested by the Borrower in the Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone);

a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower or the Borrower;

any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any Obligor or Related Party of an Obligor, and regardless of whether any Indemnitee is a party thereto; or

the ownership, possession, use, non-use, substitution, interchange, airworthiness, control, delivery, maintenance, repair, operation, registration, re-registration, replacement, condition, sale, purchase, lease, sublease, pooling, storage, modification, location, alteration, return, transfer or other disposition of the Aircraft, the airframe, any Engine or any Part (including, without limitation, latent or other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement) by the Borrower, any other Obligor or any Permitted Third Party User or any other person;

are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee; or

result from a claim brought by the Borrower or any other Obligor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Finance Document if the Borrower or such Obligor has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction;

relate to a FATCA Deduction required to be made by a Party; or

relate to Taxes, other than Taxes that represent losses, claims, damages, liabilities or related expenses arising from a non-Tax claim.

The Borrower, upon demand by the Agent, the Security Agent or a Lender at any time, shall indemnify the Finance Party (on its behalf or an Indemnitee’s behalf) for any such reasonable legal or other expenses incurred in connection with investigating or defending against any of the foregoing, except if the same is excluded from indemnification pursuant to the provisions of the preceding paragraph.

Indemnity to the Agent

The Borrower shall promptly indemnify the Agent against:

any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

investigating any event which it reasonably believes is a Default;

entering into or performing any foreign exchange contract for the purpose of paragraph (b) of Clause 29.9 (Change of currency);

acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or

instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement,

any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent ((i) otherwise than by reason of the Agent’s gross negligence or wilful misconduct, or (ii) in the case of any cost, loss or liability pursuant to Clause 29.10 (Disruption to Payment Systems etc.), notwithstanding the Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent in acting as Agent under the Finance Documents),

are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of the Agent; or

result from a claim brought by the Borrower or any other Obligor against the Agent for breach in bad faith of Agent’s obligations hereunder or under any other Finance Document if the Borrower or such Obligor has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction.

The Borrower, upon demand by the Agent, at any time, shall indemnify the Agent for any such reasonable legal or other expenses incurred in connection with investigating or defending against any of the foregoing, except if the same is excluded from indemnification pursuant to the provisions of the preceding paragraph.

Indemnity to the Security Agent

The Borrower shall promptly indemnify the Security Agent and every Receiver and Delegate:

against any cost, loss or liability incurred by any of them as a result of:

any failure by the Borrower to comply with its obligations under Clause 16 (Costs and Expenses);

acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;

the taking, holding, protection or enforcement of the Transaction Security;

acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Charged Property (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct);

the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law; and

any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents,

are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of the Security Agent; or

result from a claim brought by the Borrower or any other Obligor against the Security Agent for breach in bad faith of Security Agent’s obligations hereunder or under any other Finance Document, if the Borrower or such Obligor has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction.

The Borrower, upon demand by the Security Agent, at any time, shall indemnify the Security Agent for any such reasonable legal or other expenses incurred in connection with investigating or defending against any of the foregoing, except if the same is excluded from indemnification pursuant to the provisions of the preceding paragraph.

The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all moneys payable to it.

MITIGATION BY THE LENDERS

Mitigation

Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

Limitation of liability

The Borrower shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).

A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

COSTS AND EXPENSES

Transaction expenses

this Agreement and any other documents referred to in this Agreement and the Transaction Security; and

any other Finance Documents executed after the date of this Agreement.

Amendment costs

an Obligor requests an amendment, waiver or consent; or

an amendment is required pursuant to Clause 29.9 (Change of currency),

Enforcement and preservation costs

Reference rate transition costs

UKSAR2G Addendum associated costs

REPRESENTATIONS

Existence and Power

is duly organized or incorporated, validly existing and in good standing as a limited liability company under the laws of the jurisdiction of its organisation;

has all requisite power and authority to carry on its business as now conducted; and

is duly qualified to do business, and is in good standing, in each jurisdiction where such qualification is required, except where a failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect.

Organisational power; authorisation

Governmental approvals; no conflicts

do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect;

will not violate any Requirements of Law applicable to the Borrower or any judgment, order or ruling of any Governmental Authority;

will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its respective assets or give rise to a right thereunder to require any payment to be made by the Borrower; and

will not result in the creation or imposition of Security on any asset of the Borrower prohibited under the Finance Documents.

Financial statements

Litigation

Compliance with Laws and Agreements

all Requirements of Law and all judgments, decrees and orders of any Governmental Authority; and

all material indentures, material agreements or other material instruments binding upon it or its properties, except in each case where non-compliance could not reasonably be expected to result in a Material Adverse Effect.

Investment Company Act, etc.

Margin Regulations

Ownership of Collateral

The Borrower has, and shall continue to have, good and marketable title to its Collateral, in each case free and clear of Security, except for Permitted Security.

The Lenders’ Security in the Collateral is and shall remain validly created and perfected (subject to completion of the registrations with the Civil Aviation Authority of the United Kingdom and the filing of the financing statement with the Secretary of State of the State of Delaware) and has and shall continue to have first priority over any other Security pursuant to all applicable law, free and clear of all other Security, except Permitted Security.

All filings, recordings, registrations or other actions necessary or desirable in order to vest such title in the Borrower, and establish, perfect and give first priority to the Lender’s Security and other rights and interests in, against or with respect to the Collateral owned by the Borrower, have been duly effected (subject to completion of the registrations with the Civil Aviation Authority of the United Kingdom and the filing of the financing statement with the Secretary of State of the State of Delaware), and all Impositions in connection therewith have been duly paid as and when payable.

The Aircraft are insured in accordance with Clause 18.8 (Insurance).

Disclosure

OFAC

Compliance with Patriot Act and Other Laws

the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto;

all applicable provisions of Title III of the Uniting and Strengthening America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism (USA Patriot Act of 2001);

and all anti-money laundering and anti-corruption laws applicable to it.

Security Documents

is effective to create in favour of the Security Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in or lien or charge against or collateral assignment of all right, title and interest of the Borrower in the Collateral described therein except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity; and

when a financing statements in appropriate form is filed in the offices of the Secretary of State of the State of Delaware, and when International Interests are recorded on the International Registry and all applicable filings are made with the Civil Aviation Authority of the United Kingdom, the security interest created by such Mortgage and Lease Assignment shall constitute a perfected Security on, and security interest in, all right, title and interest of the Borrower in such Collateral, in each case prior and superior in right to any Security granted in favour of any person that is prohibited hereunder.

Insolvency

ERISA

Taxes

Initial Appraised Value

Compensation payments under the SAR Contract or UKSAR2G Contract

Purchase Option Figures

COVENANTS

Financial statements and other information

The Borrower shall supply to the Agent in sufficient copies for all the Lenders:

as soon as available and in any event within ninety (90) days after the end of each Fiscal Year of the Parent Guarantor, a copy of the annual audit report for such Fiscal Year for the Parent Guarantor and its Subsidiaries, containing a consolidated balance sheet of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows (together with all footnotes thereto) of the Parent Guarantor and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year (without qualification as to scope of audit or any going concern explanation or limitation), accompanied by a certificate from the Parent Guarantor’s certified public accountant stating that such financial statements fairly present in all material respects the financial condition and the results of operations of the Parent Guarantor and its Subsidiaries for such Fiscal Year on a consolidated basis in accordance with GAAP;

as soon as available and in any event within forty five (45) days after the end of each Fiscal Quarter of the Parent Guarantor, an unaudited consolidated balance sheet of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Quarter and the related unaudited consolidated statements of income and cash flows of the Parent Guarantor and its Subsidiaries for such Fiscal Quarter and the then elapsed portion of such Fiscal Year, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Parent Guarantor’s previous Fiscal Year;

as soon as available and in any event within ninety (90) days after the end of each Fiscal Year of the Borrower, an unaudited balance sheet of the Borrower for such Fiscal Year and the related unaudited statements of income of the Borrower for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year;

as soon as available and in any event within forty five (45) days after the end of each Fiscal Quarter of the Borrower, an unaudited balance sheet of the Borrower as of the end of such Fiscal Quarter and the related unaudited consolidated statements of income of the Borrower for such Fiscal Quarter and the then elapsed portion of such Fiscal Year, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower’s previous Fiscal Year;

concurrently with the delivery of the financial statements referred to in clauses (i) and (ii) above, a Compliance Certificate signed by the chief financial officer or treasurer or controller of the Parent Guarantor (i) certifying as to the accuracy of such financial statements, (ii) certifying as to whether there exists a Default or Event of Default on the date of such certificate, and if a Default or an Event of Default exists, specifying the details thereof and the action which the Borrower has taken or proposes to take with respect thereto, and (iii) stating whether any change in the application of GAAP has occurred since the date of the Parent Guarantor’s audited financial statements delivered in connection with the closing of this Agreement and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; and

promptly following any reasonable request therefor, such other information regarding the results of operations, business affairs and financial condition of the Borrower as the Agent or any Lender may reasonably request and any information required by a Lender in respect of its “know your customer” requirements.

Notice of Material Events

the occurrence of any Default or Event of Default;

the occurrence of any Event of Loss or other event or condition of which the Borrower is aware that could reasonably be expected to become an Event of Loss;

the occurrence of any damage to an Aircraft exceeding the Major Damage Threshold upon becoming aware of such damage unless such material damage is fully covered by the relevant Maintenance Program;

the commencement of any litigation or governmental proceeding of the type described in Clause 17.5 (Litigation);

any dispute between any the Borrower and any Governmental Authority or other party that involves the Aircraft or any other Collateral which might materially interfere with the normal business operations of the Borrower that, in each case, could reasonably be expected to result in a Material Adverse Effect.

Existence; conduct of business

Compliance with Laws etc.

Payment of Obligations

Books and records

Maintenance of Aircraft; title; security interest

The Borrower at all times will procure that the Aircraft are operated and maintained under and in compliance with the laws and regulations of the Governmental Authority of the State of Registration and any other applicable provision of all Applicable Standards. Unless otherwise expressly permitted hereunder, the Borrower (or its Affiliate under lease from the Borrower) shall at all times have, and maintain, “operational control” of the Aircraft (as such term is then interpreted by applicable Governmental Authority), and no other person shall operate the Aircraft other than under leases permitted hereby. The Aircraft at all times will be operated by duly qualified pilots having satisfied all requirements established and specified by the applicable Governmental Authority.

Provided that no Event of Default exists and is continuing, the Borrower may enter into one or more Permitted Third Party Agreements with a Permitted Third Party User, and permit to exist Permitted Third Party Agreements affecting the Aircraft between Permitted Third Party Users, so long as:

such Permitted Third Party User’s rights and interests (including any right it might otherwise have under applicable law to the quiet possession and enjoyment of the airframe or Engines) under the Permitted Third Party Agreement shall be and remain at all times expressly subject and subordinate to the Security created pursuant to the applicable Finance Documents in and with respect to the Collateral and each Lender’s and the Security Agent’s rights and remedies under this Agreement and the other Finance Documents;

the insurance required under this Agreement remains in full force and effect and in compliance with the terms hereof, permits and covers such use and could not be cancelled as a result of such use;

such Permitted Third Party Agreement and the Permitted Third Party User’s permitted use of the Aircraft thereunder, is not inconsistent with and does not violate the provisions of this Agreement or any of the other Finance Documents and does not cause the Borrower to breach any of its representations, warranties or agreements under this Agreement or any of the other Finance Documents;

the Borrower ensures that such Permitted Third Party User complies with the requirements of this Clause 18.7 (Maintenance of Aircraft; title; security interest);

each Lender shall have the right, but not the obligation, to (A) require reasonable evidence that any Permitted Third Party User satisfies the requirements provided herein, and (B) review any such Permitted Third Party Agreement, as from time to time supplemented and amended, to determine its conformity with the provisions hereof, but without assuming any responsibility with respect thereto;

neither the Borrower, nor any Permitted Third Party User shall make, nor permit to be made, any filing or registration with respect to any Permitted Third Party Agreement, except for any “Truth in Leasing” filing that may be required under applicable law and filings required under this Agreement, including without limitation a filing of an International Interest on the International Registry;

such Permitted Third Party Agreement does not require the registration of the Aircraft with the aviation authority in the State of Registration to be changed all registrations and filings relating to the protection of the Security Agent’s interests have been made, including all International Interests (if applicable) and Security Agent has received an opinion from counsel that made the filings on the International Registry to that effect;

the Security Agent has received a new operator’s certificate (to the extent a new Permitted Third Party User is involved); and

Security Agent has been provided with a new Subordination Agreement (to the extent a new Permitted Third Party User is involved) and a legal opinion from independent counsel with respect to such.

While certain obligations of the Borrower under the Finance Documents may be performed by one or more of the Permitted Third Party Users:

no such Permitted Third Party Agreement shall reduce any of the Borrower’s obligations, or any Lender’s or the Security Agent’s rights, under any of the Finance Documents; provided, however, that any such performance shall satisfy the Borrower’s obligations with respect thereto to the extent that such performance fully and timely satisfies the Borrower’s obligations in strict accordance with the terms of the Finance Documents;

all of the Borrower’s obligations under the Finance Documents shall be and remain primary and continue in full force and effect as the obligations of a principal and not of a guarantor or surety; and

no Lender is waiving the right to require full and timely performance of any such obligations in strict accordance with the provisions hereof and of the other Finance Documents.

The Aircraft shall be kept in configuration appropriate for search and rescue operations under the SAR Contract or the UKSAR2G Contract as applicable.

The Borrower and any Permitted Third Party User may fly the Aircraft temporarily to, but not habitually base an Aircraft in, any country in the world (other than the United Kingdom), unless:

such relocation is required in connection with the maintenance of such Aircraft pursuant to the Maintenance Program to be performed in a Permitted Maintenance Jurisdiction and the Aircraft returns to the United Kingdom within one hundred and fifty (150) consecutive days of such Aircraft’s departure from the United Kingdom; or

such relocation is at the request of the Department,

the Aircraft shall not remain in such country or habitually operate in and out of such country, for a period of more than thirty (30) consecutive days and there shall be at least thirty (30) days between such thirty (30) consecutive day periods; and

the Aircraft shall not be flown, operated, used or located in, to or over any such country or area (temporarily or otherwise):

that is excluded from insurance coverage (or specifically not covered by such insurance)

which is prohibited by the export laws and regulations or the Foreign Asset Control Regulations of the United States or any applicable sanctions, orders or legislation, from time to time promulgated by any of the United Nations or the European Union or that is subject to the United States, United Nations or European embargoes or with which the United States, United Nations or European Union does not maintain favourable diplomatic or similar relations;

to the extent that payment of any claim under insurance coverage directly or indirectly arising or resulting from or connected with any such flight, operation, use or location would be prohibited under any trade or other economic sanction or embargo by the United States of America; or

in violation of any of the Finance Documents or any Applicable Standards.

The Borrower shall adopt, implement and comply with all security measures required by any applicable law, or by any required insurance, or that are necessary or appropriate for the proper protection of the Aircraft (whether on the ground or in flight) against theft, vandalism, hijacking, destruction, bombing, terrorism or similar acts.

The Borrower agrees that, with respect to the Collateral, the Borrower will, or will procure a Permitted Third Party User to, at its own expense:

maintain, inspect, service, repair, overhaul and test the same in accordance with Applicable Standards;

make any alterations or modifications that may at any time be required to comply with Applicable Standards, and to cause such Aircraft to remain airworthy;

furnish all required parts, replacements, mechanisms, devices and servicing so that the condition and operating efficiency thereof will at all times be no less than its condition and operating efficiency as and when delivered to the Borrower, ordinary wear and tear from proper use alone excepted;

promptly replace all parts:

which become worn out, lost, stolen, taken, destroyed, damaged beyond repair or permanently rendered or declared unfit for use for any reason whatsoever; or

if not previously replaced pursuant to clause (A) above, as and when required by any Applicable Standards, including any applicable life limits; and