VTOL Bristow Group Inc

SECTION 1

INTERPRETATION

1.

SECTION 2

THE FACILITIES

2.

3.

4.

SECTION 3

UTILISATION

5.

SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

6.

7.

SECTION 5

COSTS OF UTILISATION

8.

9.

10.

SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

11.

12.

13.

14.

15.

SECTION 7

GUARANTEE

16.

SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

17.

18.

19.

21.

22.

23.

24.

SECTION 9

CHANGES TO PARTIES

25.

SECTION 10

THE FINANCE PARTIES

27.

Role of the Agent, the Security Agent and the Mandated Lead Arranger

28.

Application of Proceeds

29.

Conduct of business by the Finance Parties

30.

Sharing among the Finance Parties

SECTION 11

ADMINISTRATION

31.

32.

Set-off

33.

Notices

34.

Calculations and certificates

35.

Partial invalidity

36.

Remedies and waivers

37.

Amendments and waivers

38.

Confidential Information

39.

Confidentiality of funding rates

40.

Counterparts

41.

Contractual Recognition of Bail-In

SECTION 12

GOVERNING LAW AND ENFORCEMENT

42.

43.

Jurisdiction

44.

Service of process

Part I

Part II

Part III

BRISTOW LEASING LIMITED, a company incorporated in England and Wales with registered number 15353355 whose registered office is at Redhill Aerodrome, Kings Mill Lane, Redhill, Surrey, England, RH1 5JZ as borrower (the “Borrower”);

BRISTOW GROUP INC., a corporation incorporated in Delaware whose registered address is 1209 Orange St, Wilmington, DE 19801, USA as guarantor (the “Parent Guarantor”);

BRISTOW HELICOPTERS LIMITED, a company incorporated in England and Wales with registered number 00551102 whose registered office is at Redhill Aerodrome, Kings Mill Lane, Redhill, Surrey, RH1 5JZ, England (“BHL”);

BRISTOW AVIATION HOLDINGS LIMITED, a company incorporated in England and Wales with registered number 03234500 whose registered office is at Redhill Aerodrome, Kings Mill Lane, Redhill, RH1 5JZ as guarantor (“BAHL”) (the Parent Guarantor, BHL and BAHL together the “Guarantors”, and each a “Guarantor”);

NATIONAL WESTMINSTER BANK PLC, a company incorporated in England and Wales with registered number 00929027 whose registered office is at 250 Bishopsgate, London, England, EC2M 4AA as agent of the other Finance Parties (the “Agent”);

NATIONAL WESTMINSTER BANK PLC, a company incorporated in England and Wales with registered number 00929027 whose registered office is at 250 Bishopsgate, London, England, EC2M 4AA as security agent of the Secured Parties (the “Security Agent”);

NATIONAL WESTMINSTER BANK PLC, a company incorporated in England and Wales with registered number 00929027 whose registered office is at 250 Bishopsgate, London, England, EC2M 4AA as mandated lead arranger and structuring bank (the “Mandated Lead Arranger”);

NATIONAL WESTMINSTER BANK PLC as original UKEF Facility Lender (the “Original UKEF Facility Lender”); and

NATIONAL WESTMINSTER BANK PLC as original Commercial Facility Lender (the “Original Commercial Facility Lender”, and together with the Original UKEF Facility Lender, the “Original Lender”).

the UKEF Facility Lenders have agreed to advance to the Borrower the sum of EUR 80,000,000.00 and the Commercial Facility Lenders have agreed to advance to the Borrower the sum of EUR 20,000,000.00, in each case, for its general corporate purposes, on the terms and conditions of this Agreement; and

His Britannic Majesty’s Secretary of State acting through the Export Credits Guarantee Department (operating as UK Export Finance) (“UK Export Finance”) has agreed to give a guarantee to the UKEF Facility Lenders relating to certain obligations of the Borrower in respect of the UKEF Facility.

DEFINITIONS AND INTERPRETATION

Definitions

the Borrower, FRS102;

BAHL, FRS102;

the Parent Guarantor, USGAAP;

BIL, FRS102; and

BHL, FRS102;

the purchase contract between BHL and the Manufacturer dated 19 June 2013 (ref. Protocol AW-13-063) for the purchase of the Aircraft with manufacturer’s serial numbers 89023 and 89024;

the individual purchase contract dated 31 October 2023 between BHL and the Manufacturer in respect of the Aircraft with manufacturer’s serial number 89025;

the individual purchase contract dated 31 October 2023 between BHL and the Manufacturer in respect of the Aircraft with manufacturer’s serial number 89026; and

the individual purchase contract dated 31 October 2023 between BHL and the Manufacturer in respect of the Aircraft with manufacturer’s serial number 89027,

any law, statute, decree, constitution, regulation, rule, by-law, order, authorisation, judgment, injunction or other directive of any Government Entity or otherwise which is applicable in the United Kingdom, Ireland and the US;

any treaty, pact or other binding agreement to which any Government Entity is a signatory or party; or

any judicial or administrative interpretation with binding characteristics or application of those described in paragraph (a) or (b) above,

Requirements of Law; and

with respect to the airframe, the Engines or any Part, all compliance requirements set forth in or under:

all manuals and instructions initially furnished by the manufacturers of the Engines, airframe, equipment, accessories or any part 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 any Aircraft;

in respect of:

any Aircraft in relation to which an AIHA Window then applies in accordance with Clause 21.26 (Aircraft Interest Holder Agreement), and

any Aircraft that is then (A) enrolled on PBH Agreements in respect of both its airframe and Engines, each of which is then also subject to an Aircraft Interest Holder Agreements in respect of both its airframe and Engines, or (B) in an AIHA Window,

in respect of an Aircraft which is not then enrolled on PBH Agreements in respect of both its airframe and Engines and/or such PBH Agreements are not both then subject to Aircraft Interest Holder Agreements, Half Life Appraised Value or Maintenance Adjusted Appraised Value,

for the purposes of testing 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; and

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

the date falling two (2) years from the date of this Agreement, or such other date as agreed in writing between the Agent, the Borrower and UK Export Finance; and

the date on which each Facility has been fully utilised or cancelled;

the amount of its participation in any outstanding Commercial Facility Loans; and

in relation to any proposed Utilisation, the amount of its participation in any Commercial Facility Loans that are due to be made on or before the proposed Utilisation Date;

the amount of its participation in any outstanding UKEF Facility Loans; and

in relation to any proposed Utilisation, the amount of its participation in any UKEF Facility Loans that are due to be made on or before the proposed Utilisation Date;

has control or supervision of civil aviation in that state; or

has jurisdiction over the registration, airworthiness or operation of, or other matters relating to, an Aircraft;

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)); or

any financial activities taxes (or other taxes) 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;

credit cards for commercial customers (including “commercial credit cards” and purchasing cards);

stored value cards;

merchant processing services; and

treasury management services (including controlled disbursement, automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts and interstate depository network services);

the interest, excluding the Margin, which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period;

a day (other than a Saturday or Sunday) on which banks are open for general interbank business (other than operation only of payments, purchases and rate fixing in euros) in:

London;

New York; and

in relation to a payment, purchase or rate fixing in or other matter relating to a currency (other than euros), the principal financial centre of the country of that currency; and

in relation to a payment or rate fixing in euros, any TARGET Day;

certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank or any other bank or financial institution approved by the Agent;

any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;

commercial paper not convertible or exchangeable to any other security: (i) for which a recognised trading market exists; (ii) issued by an issuer incorporated in the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State; (iii) which matures within one year after the relevant date of calculation; and (iv) which has a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investors Service Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

sterling bills of exchange eligible for rediscount at the Bank of England and accepted by an Acceptable Bank (or their dematerialised equivalent);

any investment in money market funds which: (i) have a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investors Service Limited; and (ii) invest substantially all their assets in securities of the types described in paragraphs (a) to (d) above to the extent that investment can be turned into cash on not more than 30 days’ notice; or

any other debt security approved by the Majority Lenders (calculated by reference to the aggregate of the Total Commitments),

in relation to the Original Lender, EUR 20,000,000 and the amount of any other Commercial Facility Commitment transferred to it under this Agreement; and

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

the Original Lender; and

any bank, financial institution, trust, fund or other entity which has become a Party as a “Lender” in respect of the Commercial Facility in accordance with Clause 25 (Changes to the Lenders),

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 38 (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 paragraph (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,

in relation to any Intra-Group Liabilities:

the acceleration of any Intra-Group Liabilities or the making of any declaration that any Intra-Group Liabilities are prematurely due and payable;

the making of any declaration that any Intra-Group Liabilities are payable on demand;

the making of a demand in relation to an Intra-Group Liability that is payable on demand (other than a demand made by an Intra-Group Lender in relation to any Intra-Group Liabilities which are on-demand Intra-Group Liabilities to the extent (A) that the demand is made in the ordinary course of dealings between the relevant Obligor and the relevant member of the Parent Guarantor’s Group and (B) that any resulting Payment would be a permitted pursuant to Clause 21.30(c) (Subordination of Intra-Group Liabilities));

the exercise of any right to require any Obligor to acquire any Intra-Group Liability (including exercising any put or call option against any Obligor for the redemption or purchase of any Intra-Group Liability);

the exercise of any right of set-off, account combination or payment netting against any Obligor in respect of any Intra-Group Liabilities; and

the suing for, commencing or joining of any legal or arbitration proceedings against any Obligor to recover any Intra-Group Liabilities;

the entering into of any composition, compromise, assignment or arrangement with any Obligor which owes any Intra-Group Liabilities, or has given any Security, guarantee or indemnity or other assurance against loss in respect of the Intra-Group Liabilities; or

the petitioning, applying or voting for, or the taking of any steps (including the appointment of any liquidator, receiver, administrator or similar officer) in relation to, the winding up, dissolution, administration or reorganisation of any Obligor which owes any Intra-Group Liabilities, or has given any Security, guarantee, indemnity or other assurance against loss in respect of any of the Intra-Group Liabilities, or any of such Obligor’s assets or any suspension of payments or moratorium of any indebtedness of any such Obligor, or any analogous procedure or step in any jurisdiction,

the engines attached to an Aircraft at Delivery and fully described in the Mortgage, whether or not any of such engines may from time to time be installed on the airframe, of the Aircraft or any other airframe; and

any Replacement Engine;

the EU ETS Directive; and

any Applicable Law of a member state of the European Union implementing the EU ETS Directive.

the applicable Screen Rate as of the Specified Time for euro and for a period equal in length to the Interest Period of that Loan; or

as otherwise determined pursuant to Clause 9.1 (Unavailability of Screen Rate),

actual, constructive, compromised, arranged or agreed total loss of such property or the use thereof;

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 theft, hi-jacking, disappearance, detention, deprivation condemnation, confiscation or seizure of, or requisition of use of, such property by the act of any government (foreign or domestic) 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 one hundred and eighty (180) consecutive days (other than where such requisition of use occurs solely as a result of the MfT’s exercise of its Step-in Rights in accordance with clause 9 (step-in-rights) of the ISAR Contract);

its requisition of title or other compulsory acquisition by any Government Entity (whether de jure or de facto), but excluding requisition for use or hire not involving requisition of title;

as a result of any rule, regulation, order or other action by any foreign or domestic or Governmental Entity (including, without limitation, the Aviation 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

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

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 paragraph (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;

moneys borrowed and debit balances at banks or other financial institutions;

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with the Accounting Principles, 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 the Accounting Principles in force prior to 1 January 2019 have been treated as an operating lease);

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis and meeting any requirement for de-recognition under the Accounting Principles);

any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing or otherwise classified as borrowings under the Accounting Principles;

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close out of that derivative transaction, that amount) shall be taken into account);

any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the Loans are repaid in full or are otherwise classified as borrowings under the Accounting Principles);

any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than sixty (60) days after the date of supply;

any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under the Accounting Principles; or

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

any national government or political subdivision of a national government;

any banking or monetary authority of a national government or of a political subdivision of a national government;

any local jurisdiction of a national government or of a political subdivision of a national government;

the European Central Bank or the Council of Ministers of the European Union;

any instrumentality, commission, board commission, authority, department, division, organ, court or agency of any of the foregoing, however constituted; or

any association, organisation or institution of which any of the entities listed in the preceding paragraphs is a member (including, without limitation, any European supranational body) or to whose jurisdiction any of them is subject or in whose activities any of them is a participant;

it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

the Agent otherwise rescinds or repudiates a Finance Document;

an Insolvency Event has occurred and is continuing with respect to the Agent;

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; and

payment is made within three (3) Business Days of its due date; or

the Agent is disputing in good faith whether it is contractually obliged to make the payment in question;

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

becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

makes a general assignment, arrangement or composition with or for the benefit of its creditors;

institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

is not dismissed, discharged, stayed or restrained in each case within thirty (30) days of the institution or presentation thereof;

has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;

has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within thirty (30) days thereafter;

causes or is subject to any event with respect to it which, under the applicable law of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (h) above; or

takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts;

any loan made by BHL to the Borrower pursuant to the BHL Intercompany Loan Agreement;

any loan made by any Transaction Obligor to the Borrower pursuant to an intercompany loan agreement substantially in the same form as the BHL Intercompany Loan Agreement save for commercial terms and any ringfencing related provisions; and/or

any other intercompany loan made by a member of the Parent Guarantor’s Group to an Obligor (other than the Borrower),

the applicable Screen Rate for the longest period for which that Screen Rate is available which is less than the Interest Period of that Loan; and

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,

the manufacturer’s airframe maintenance program to the extent it provides coverage for any existing applicable warranty, and thereafter, either the manufacturer’s service program or an agreement which provides for the maintenance and/or overhaul of the airframe and engines consistent with the maintenance programs that cover helicopters of similar model type in the Parent Guarantor’s helicopter fleet from time to time provided however,

any PBH Agreement;

in respect of the UKEF Facility, a UKEF Facility Lender or UKEF Facility Lenders whose UKEF Facility Commitments aggregate more than 66²⁄₃ per cent. of the Total UKEF Facility Commitments (or, if the Total UKEF Facility Commitments have been reduced to zero, aggregated more than 66²⁄₃ per cent. of the Total UKEF Facility Commitments immediately prior to the reduction);

in respect of the Commercial Facility, a Commercial Facility Lender or Commercial Facility Lenders whose Commercial Facility Commitments aggregate more than 66²⁄₃ per cent. of the Total Commercial Facility Commitments (or, if the Total Commercial Facility Commitments have been reduced to zero, aggregated more than 66²⁄₃ per cent. of the Total Commercial Facility Commitments immediately prior to the reduction); or

where consent is expressed to be required from the Majority Lenders “(calculated by reference to the aggregate of the Total Commitments)”, a Lender or Lenders whose Commitments aggregate more than 66²⁄₃ per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66²⁄₃ per cent. of the Total Commitments immediately prior to the reduction);

the business, condition (financial or otherwise), property or operations of any Transaction Obligor;

the ability of the Transaction Obligors (taken as a whole) to perform any of their obligations under the Finance Documents;

the validity or enforceability of the Finance Documents or the rights and remedies of any Finance Party under any of the Finance Documents; or

the validity, legality or enforceability of any Security expressed to be created pursuant to any Transaction Security Document or on the priority and ranking of any of that Security;

an Obligor;

any member of the Parent Guarantor’s Group which owns shares in an Obligor; or

any Subsidiary of the Parent Guarantor which accounts for ten per cent (10%) or more of the gross assets and gross revenues of the Parent Guarantor’s Group, calculated on a consolidated basis,

Test Date

Maximum LTV Ratio

(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

in relation to the Parent Guarantor, the audited consolidated financial statements of its Group for the financial year ended 31 December 2023; and

in relation to the Parent Guarantor, its consolidated financial statements for the Fiscal Quarter ended 31 March 2024.

any component, furnishing, part, instrument, appliance, accessory or equipment (other than a complete Engine) furnished with such Aircraft at Delivery; and

any Replacement Part,

the BIL Assignment in respect of such Aircraft; and

any agreed form security assignment entered or to be entered into by any other Permitted Third Party User and the Security Agent in respect of such Aircraft, under which the Permitted Third Party User assigns, inter alia, certain of its rights in respect of the Insurances, the Requisition Proceeds and any Permitted Third Party Agreement to which it is a party as lessor;

the extraction, production, transportation, refining or marketing of crude oil, natural gas or thermal coal;

any activities related to the construction, maintenance or operation of fossil-fuel fired power plants; and/or

any goods and services for the facilitation of any of the activities set out in paragraphs (a) and (b) above;

the aggregate principal amount then outstanding under 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 against which a Utilisation has been made;

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 a Transaction Obligor or any of that Transaction Obligor’s 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 a Transaction Obligor or for a substantial part of that Transaction Obligor’s assets;

its jurisdiction of incorporation at the date of this Agreement;

the jurisdiction of the Habitual Base;

the jurisdiction whose laws govern the perfection of any Transaction Security Documents; and

any jurisdiction where it conducts its business;

“Repayment Instalment – UKEF Facility Loan”, in respect of the UKEF Facility Loan; or

“Repayment Instalment – Commercial Facility Loan”, in respect of the Commercial Facility Loan,

formally designated, nominated or recommended as the replacement for a Screen Rate by:

the administrator of that Screen Rate (provided that the market or economic reality that such benchmark rate measures is the same as that measured by that Screen Rate); or

any Relevant Nominating Body,

in the opinion of the Majority Lenders (calculated by reference to the aggregate of the Total Commitments) and the Borrower, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to a Screen Rate; or

in the opinion of the Majority Lenders (calculated by reference to the aggregate of the Total Commitments) and the Borrower, an appropriate successor to a Screen Rate;

the articles or certificate of incorporation, bylaws, partnership certificate and agreement, or limited liability company certificate of organization and agreement, as the case may be, in each case applicable to or binding upon such person or any of its property or to which such person or any of its property is subject; and

any Applicable Law;

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;

any person controlled by any such person listed in paragraphs (a) to (f) above, to the extent that applicable Sanctions Laws and Regulations prohibit transactions with such controlled person; or

any person otherwise a target of Sanctions Laws and Regulations;

the US;

the United Nations Security Council;

the European Union;

any member state of the European Union; and

the UK; and

the respective Government Entities of any of the foregoing, including without limitation, OFAC, the US Department of State, the US Department of Commerce and His Majesty’s Treasury;

the methodology, formula or other means of determining that Screen Rate has, in the opinion of the Majority Lenders (calculated by reference to the aggregate of the Total Commitments) and the Borrower materially changed;

the administrator of that Screen Rate or its supervisor publicly announces that such administrator is insolvent; or

information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Screen Rate is insolvent,

the administrator of that Screen Rate publicly announces that it has ceased or will cease, to provide that Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Screen Rate;

the supervisor of the administrator of that Screen Rate publicly announces that such Screen Rate has been or will be permanently or indefinitely discontinued; or

the administrator of that Screen Rate or its supervisor announces that that Screen Rate may no longer be used;

the administrator of that Screen Rate determines that that Screen Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Lenders (calculated by reference to the aggregate of the Total Commitments) and the Borrower) temporary; or

that Screen Rate is calculated in accordance with any such policy or arrangement for a period no less than one month; or

in the opinion of the Majority Lenders (calculated by reference to the aggregate of the Total Commitments) and the Borrower, that Screen Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement;

the Initial State of Registration; or

following the occurrence of a change in the State of Registration in accordance with Clause 21.17(b) (Change of State of Registration the Approved State of Registration), the Republic of Ireland;

which is controlled, directly or indirectly, by the first mentioned company;

more than half the issued share capital of which is beneficially owned, directly or indirectly, by the first mentioned company; or

which is a Subsidiary of another Subsidiary of the first mentioned company;

the Account Charge;

the BIL Account Charge;

the BHL Account Charge;

each Aircraft Interest Holder Agreement;

each Airframe Warranties Agreement;

each Borrower Assignment;

each Deregistration of Power of Attorney;

each IDERA;

each BIL Assignment;

each Mortgage;

each Engine Mortgage Supplement; and

each Permitted Third Party Assignment,

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;

contract No. NRP 10045 UKSARH by and between BHL and the Department, pursuant to which BHL provides search and rescue services on a long-term basis on behalf of the Department; and

the contract dated 21 July 2022 and made between BHL and the Department, pursuant to which BHL provides search and rescue services on a long-term basis on behalf of the Department;

in relation to the Original Lender, EUR 80,000,000 and the amount of any other UKEF Facility Commitment transferred to it under this Agreement; and

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

the Original Lender; and

any bank, financial institution, trust, fund or other entity which has become a Party as a “Lender” in respect of the UKEF Facility in accordance with Clause 25 (Changes to the Lenders),

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) and (b) above, or imposed elsewhere; and

Construction

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

the “Agent”, “UK Export Finance”, the “Borrower”, any “Finance Party”, any “Guarantor”, any “Lender”, the “Mandated Lead Arranger”, any “Obligor”, any “Transaction Obligor”, the “Parent Guarantor”, “BAHL”, “BHL”, “BIL”, any “Permitted Third Party User”, any “Party”, any “Secured Party” or the “Security Agent” 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;

an “agency” shall be construed so as to include any governmental, intergovernmental or supranational agency, authority, body, central bank, commission, department, ministry, organisation, statutory corporation or tribunal (including any political sub-division, national, regional or municipal government and any administrative, fiscal, judicial, regulatory or self-regulatory body or person);

a document in “agreed form” is a document which is previously agreed in writing by or on behalf of the Borrower and the Agent;

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

for the purposes of the definition of “Subsidiary” and paragraph (a) of Clause 7.2 (Change of control), “control” means:

the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

cast, or control the casting of, more than one-half of the maximum number of votes that might be cast at a general meeting of the company, the Borrower or each Guarantor, as applicable;

appoint or remove all, or the majority, of the directors or other equivalent officers of the company, the Borrower or each Guarantor, as applicable; or

give directions with respect to the operating and financial policies of the company or the Borrower, as applicable, which the directors or other equivalent officers of the company, the Borrower or each Guarantor, as applicable, are obliged to comply with;

in respect of a Transaction Obligor only, the holding of 49% (forty-nine per cent) or more of the issued share capital of that Transaction Obligor (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital); or

in respect of any company that is not a Transaction Obligor, the holding of more than one-half of the issued share capital of that company (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital);

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, restated (however fundamentally and whether or not more onerously) or replaced and includes any change in the purpose of, any extension of, or any increase in any facility or the addition of any new facility under that Finance Document or any other agreement or instrument;

a “group of Lenders” includes all the Lenders;

“guarantee” means (other than in Clause 16 (Guarantee and indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

“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 agency;

words in the singular shall include the plural and in the plural shall include the singular;

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.

The determination of the extent to which a rate is “for a period equal in length” to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

Section, Clause and Schedule headings are for ease of reference only.

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

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

Any reference to a “termination” of the ISAR Contract shall not include the MfT declining to extend the tenor of the services in respect of the fixed wing aircraft thereunder beyond their natural and contracted expiry.

Currency symbols and definitions

Third party rights

Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Third Parties Act to enforce or to enjoy the benefit of any term of this Agreement, other than UK Export Finance in respect of the rights expressed to be conferred on it pursuant to:

Clause 2.3 (UKEF Guarantee);

Clause 4.1 (Initial conditions precedent);

Clause 7.3 (Mandatory cancellation or prepayment in respect of the UKEF : Commercial Required Ratio);

Clause 8.2 (Payment of interest);

Clause 10.1 (Commitment Fee and UKEF Commitment Fee);

Clause 10.6 (UKEF Support Fee);

Clause 13.3 (Other indemnities);

Clause 13.6 (Indemnity to UK Export Finance);

Clause 15 (Costs and expenses);

Clause 18.8 (Information to UK Export Finance);

Clause 18.11 (“Know your customer” checks);

Clause 25.1 (Assignments and transfers by the Lenders);

Clause 25.10 (Register);

Clause 27.14 (Replacement of the Agent and the Security Agent);

Clause 38 (Confidential Information); and

any other provision of any Finance Document which expressly confers rights on UK Export Finance.

Any Receiver, Delegate or any person described in paragraph (b) of Clause 27.11 (Exclusion of liability) may, subject to this Clause 1.4 and the Contract (Rights of Third Parties) Act 1999, rely on any Clause of this Agreement which expressly confers rights on it.

Subject to paragraph (a) and paragraph (b) above, a person who is not a Party to this Agreement has no right under the Third Parties Act 1999 to enforce or to enjoy the benefit of any term of this Agreement but this does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

THE FACILITIES

The Facilities

the UKEF Facility Lenders make available to the Borrower a term loan facility in the Facility Currency in an aggregate amount equal to the Total UKEF Facility Commitments (the “UKEF Facility”); and

the Commercial Facility Lenders make available to the Borrower a term loan facility in the Facility Currency in an aggregate amount equal to the Total Commercial Facility Commitments (the “Commercial Facility”).

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 shall be 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 otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

UKEF Guarantee

shall exercise or refrain from exercising its rights, powers, authorities and discretions (including the giving of notices and instructions and the granting of consents, waivers and permissions) under the Finance Documents in respect of the UKEF Facility only in accordance with the written direction of UK Export Finance given to the Agent and/or the UKEF Facility Lenders; and

is under no obligation to the Obligors to act otherwise.

Voting under the Facilities

in respect of the UKEF Facility, the consent of the Majority Lenders under the UKEF Facility, determined in accordance with paragraph (a) of the definition of “Majority Lenders”; and

in respect of the Commercial Facility, the consent of the Majority Lenders under the Commercial Facility, determined in accordance with paragraph (b) of the definition of “Majority Lenders”,

PURPOSE

Purpose

first, making the final payment due under the relevant invoice issued pursuant to the Aircraft Purchase Agreement in respect of each Aircraft; and

second, in respect of any excess amounts borrowed after the payments under paragraph (a) above have been made:

to repay amounts borrowed or deemed to have been borrowed by the Borrower from BHL under the BHL Intercompany Loan Agreement in respect of amounts BHL has paid in respect of each Aircraft pursuant to the Aircraft Purchase Agreement and Modification Contract, directly into the BHL Segregated Account;

financing:

the cost of modifications to each Aircraft payable pursuant to the Modification Contract after Delivery of that Aircraft required for the purpose of the performance of the ISAR Contract; and

amounts to be paid by the Borrower in respect of each Aircraft pursuant to the Aircraft Purchase Agreement; and

General Working Capital Purposes in connection with activities performed in connection with the Parent Guarantor’s Group’s obligations under the ISAR Contract and the UK SAR Contracts.

Monitoring

CONDITIONS OF UTILISATION

Initial conditions precedent

The Agent shall not give effect to any Utilisation Request unless:

the Agent has received all of the documents and other evidence listed in Part I (Conditions precedent to Initial Utilisation) of Schedule 2 (Conditions precedent) in a form and substance satisfactory to the Agent; and

the Agent has notified the Borrower, UK Export Finance and the Lenders that the conditions precedent referred to in paragraph (i) above and Clause 4.2(a)(i) below have been satisfied (the “CP Satisfaction Notice”).

Other than to the extent that the Majority Lenders (calculated by reference to the aggregate of the Total Commitments) notify the Agent in writing to the contrary before the Agent serves a CP Satisfaction Notice, 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.

The conditions precedent described in Part I (Conditions precedent to Initial Utilisation) of Schedule 2 (Conditions precedent) are for the benefit of the Agent and the Lenders and the Agent may waive any or all of those conditions precedent in whole or in part and decide when and if each of those conditions precedent has been fulfilled to its satisfaction.

Without prejudice to the generality of Clause 2.3 (UKEF Guarantee), the obligation of the Agent to deliver a CP Satisfaction Notice as set out in this Clause 4.1 shall be subject to the overriding right of UK Export Finance in the UKEF Guarantee to determine whether the initial conditions precedent have been fulfilled or waived to the satisfaction of UK Export Finance.

Further conditions precedent

The Lenders shall only be obliged to comply with Clause 5.3 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

the Agent shall have received the documents and other evidence listed in Part II (Further conditions precedent) of Schedule 2 (Conditions precedent) in a form and substance satisfactory to the Agent;

no Default is continuing or would result from the proposed Loan;

the Repeating Representations to be made by each Obligor are true;

no Event of Default under Clause 24.3(c) (Other obligations) or 24.21 (Ringfencing Compliance Report) is continuing or would result from the proposed Loan;

the Ringfencing Representations to be made by each Obligor are true;

no event described in paragraph (a) of Clause 7.2 (Change of control) has occurred;

the UKEF Guarantee is in full force and effect;

the Agent has received all amounts which are due at such time under Clause 10.1 (Commitment fee and UKEF Commitment Fee);

no Sanctions Laws and Regulations would apply to or otherwise affect the receipt by the Borrower of proceeds from a proposed Loan and or the incurring of debt in relation to a proposed Loan;

the UKEF Ratio would be equal to the UKEF : Commercial Required Ratio immediately after the proposed Utilisation;

it would not be unlawful or contrary to any Sanctions Laws and Regulations applicable to that Lender for the proposed Loan to be made;

no material breach under the ISAR Contract has occurred and is continuing; and

the amount of the proposed Utilisation will not cause the Utilisation LTV Ratio to exceed the Maximum LTV Ratio applicable on the proposed Utilisation Date.

Each Lender may, acting at its discretion, decide to make its participation in each Loan available in accordance with Clause 5.3 (Lenders’ participation) regardless of:

whether the conditions set out in paragraph (a) above have been met; or

the delivery of notice to the Borrower under paragraph (i)(C) or (ii)(C) (as the case may be) of Clause 24.22 (Acceleration),

If any Loans are made when one or more of the conditions referred to in paragraph (a) above have not been met or after delivery of notice to the Borrower under paragraph (i)(C) or (ii)(C) (as the case may be) of Clause 24.22 (Acceleration), such Loans shall be repayable by the Borrower on demand by the Agent on the instructions of the Majority Lenders of the relevant Facility.

Within:

one (1) Business Day after each Utilisation Date the Borrower shall ensure that the Agent receives:

from Watson Farley & Williams LLP, evidence that all appropriate registrations (as determined by the Security Agent) of International Interests have been made on the International Registry. The Borrower shall further ensure that within one (1) Business Day after each Utilisation Date, the Agent shall have received a favourable opinion from Watson Farley & Williams LLP who are responsible for making such 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;

evidence that the Mortgage and the IDERA in respect of the relevant Aircraft has been duly registered with the applicable Aviation Authority;

evidence that the Eurocontrol Letter in respect of the relevant Aircraft has been submitted to Eurocontrol for acknowledgment; and

a copy of the certificate of airworthiness in respect of the Relevant Aircraft issued by the Initial State of Registration of the Relevant Aircraft;

a copy of the certificate of registration in respect of the Relevant Aircraft issued by the Initial State of Registration of the Relevant Aircraft;

thirty (30) days of the date of this Agreement, a copy of the Intercompany Note Addendum – Non-Obligors duly signed by each member of the Parent Guarantor’s Group party to the Intercompany Note;

ten (10) Business Days after each Utilisation Date in respect of the relevant Aircraft, or at such later time as the Agent may agree, the Borrower shall ensure that:

the Aircraft enters England (or English airspace); and

the Agent receives evidence, in form and substance satisfactory to the Agent that the Aircraft has entered England (or English airspace);

twenty one (21) days of the date of any Transaction Security Document entered into by the Borrower or BHL, where relevant, the Borrower shall ensure that the Agent receives evidence of the registration of the particulars of such Transaction Security Document with the Registrar of Companies for England and Wales in accordance with Section 859 of the Companies Act 2006 of England and Wales; and

twenty one (21) days of the date of any Transaction Security Document entered into by BIL, where relevant, the Borrower shall ensure that the Agent receives:

evidence of the registration of the particulars of such Transaction Security Document with the Irish Companies Registration Office in accordance with Part 7 of the Irish Companies Act 2014 (as amended); and

a notice pursuant to section 1001 (3) of the Taxes Consolidation Act 1997 with the Irish Revenue Commissioners in respect of such Transaction Security Document.

Any failure by the Borrower to provide the conditions subsequent referred to paragraph (a) above shall be an immediate Event of Default, without any further grace period.

ITAR

Within three (3) months of the first Utilisation Date, the Borrower shall ensure that each Lender and UKEF have each received, copies of all applicable ITAR authorisations with respect to the financing of each Aircraft and which are required, among other things, in respect of the Security Agent and its technical advisor/inspector, and those documents which a Finance Party is required to enter into in connection therewith shall be in substantially similar form as those approved by the Security Agent prior to the date hereof (the “ITAR Authorisations”).

Any failure by the Borrower to provide the ITAR Authorisations within the timeframe set out in paragraph (a) above shall be an immediate Event of Default, without any further grace period.

UTILISATION

Utilisation of the Facilities

Completion of the Utilisation Request

the proposed UKEF Facility Loan and the proposed Commercial Facility Loan are each requested in that same Utilisation Request;

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

the currency of each Loan requested in the Utilisation Request is the Facility Currency;

the amount of each proposed Loan is an amount that does not exceed the Available Facility and which is a minimum amount of one million euros (EUR 1,000,000) or, if less, the Available Facility;

it includes a confirmation that, immediately after the proposed Utilisation, the UKEF Ratio would be equal to the UKEF : Commercial Required Ratio;

it includes an undertaking by the Borrower substantially in the form in set out in Schedule 3 (Utilisation Request):

to pay an amount of the Loans equal to the final instalment due in respect of the relevant Aircraft under the Aircraft Purchase Agreement directly the Manufacturer;

if it elects to apply the remainder of the proceeds of such Loans in accordance with paragraph (b)(i) of with Clause 3.1 (Purpose), to pay that amount of the Loans to the BHL Segregated Accounts in partial discharge of the BHL Intercompany Loan Agreement; and

if it elects to apply such Loans in accordance with paragraphs (b)(ii) and/or (b)(iii) of with Clause 3.1 (Purpose), to retain such amount in the Borrower Segregated Account for future use;

it includes a confirmation by the Borrower, substantially in the form set out in Schedule 3 (Utilisation Request) that:

progress payments due from the Borrower to the Manufacturer under the Aircraft Purchase Agreement and to Nova under the Modification Contract have been paid using the proceeds under the BHL Intercompany Loan Agreement; and

on disbursement of the final instalment to the Manufacturer under the Aircraft Purchase Agreement in respect of the Aircraft to which the Utilisation Request relates, the Borrower will have full title to that Aircraft;

it attaches copies of relevant invoices from the Manufacturer and/or Nova (as applicable) addressed to the Borrower and includes a confirmation that (i) such invoices are approved and uncontested invoices; and (ii) payment of the final invoice will be in compliance with Clause 3.1 (Purpose) and Clause 21.28 (EDG proceeds);

it has been signed by the Borrower’s Signatory; and

it specifies that the account and bank to which the proceeds of the Utilisation are to be credited are the Borrower Segregated Account and the Account Bank.

Lenders’ participation

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

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

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

Cancellation of Commitments

Maximum number of Loans

REPAYMENT

Repayment of Loans

Subject to paragraph (b) below, the Borrower shall repay the aggregate amount of all outstanding Loans under a Facility on each Repayment Date in an amount equal to the Repayment Instalment corresponding to that Repayment Date.

Each Repayment Instalment shall become due and payable on the Repayment Date to which that Repayment Instalment relates, subject to Clause 31.8 (Business Days) and provided that, for the avoidance of doubt, the Borrower shall be under no obligation to pay a Repayment Instalment on a Repayment Date if no Loans are outstanding on that date.

Reborrowing

PREPAYMENT AND CANCELLATION

Illegality

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

upon the Agent notifying the Borrower of that event, the 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 7.8 (Right of replacement or repayment and cancellation in relation to a single Lender), the Borrower shall repay that Lender’s participation in the Loans on the first Interest Payment Date occurring after the Agent has so notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent pursuant to paragraph (a) above (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment shall be immediately cancelled in the amount of the participations repaid.

Change of control

BAHL ceases to control the Borrower;

any person or group of persons acting in concert gains control of the Borrower;

BAHL ceases to control BHL;

any person or group of persons acting in concert gains control of BHL; or

the Parent Guarantor ceases at any relevant time, to own (directly or indirectly) the legal and beneficial title to at least 49% of the issued share capital of BAHL; or

the Parent Guarantor and its wholly owned subsidiaries from time to time cease to, at any relevant time, have the call option to purchase all or part of the shares in one or more entities that (directly or indirectly) hold the remaining 51% of the issued share capital of the BAHL;

the Lenders shall not be obliged to fund a Utilisation;

if a Lender under the UKEF Facility so requires and notifies the Agent within thirty (30) days of the Borrower notifying the Agent of the event, the Agent shall, by not less than ten (10) Business Days’ notice to the Borrower, cancel the Available UKEF Facility Commitment of that UKEF Facility Lender and declare the participation of that Lender in all outstanding UKEF Facility Loans, together with accrued interest on such participation, and all other amounts accrued or outstanding under the Finance Documents to

if a Lender under the Commercial Facility so requires and notifies the Agent within thirty (30) days of the Borrower notifying the Agent of the event, the Agent shall, by not less than ten (10) Business Days’ notice to the Borrower, cancel the Available Commercial Facility Commitment of that Commercial Facility Lender and declare the participation of that Lender in all outstanding Commercial Facility Loans, together with accrued interest on such participation, and all other amounts accrued or outstanding under the Finance Documents to that Commercial Facility Lender which relate to that Commercial Facility Lender’s Commercial Facility Commitment immediately due and payable, whereupon the Available Commercial Facility Commitment of that Lender will be immediately cancelled and that Commercial Facility Lender’s participation in all such outstanding Commercial Facility Loans, together with accrued interest on such participation and other amounts accrued or outstanding under the Finance Documents to that Commercial Facility Lender shall become immediately due and payable.

Mandatory cancellation or prepayment in respect of the UKEF : Commercial Required Ratio

Subject to Clause 7.9(i), if any prepayment or cancellation of a Facility is required under this Agreement, then the Borrower shall ensure that it prepays or cancels the other Facility at the same time to the extent necessary to ensure that the UKEF Ratio is equal to the UKEF : Commercial Required Ratio.

Without prejudice to paragraph (a) above, if at any time the UKEF Ratio is not equal to the UKEF : Commercial Required Ratio, the Borrower shall promptly notify the Agent of becoming aware of that event and shall, within ten (10) Business Days of the date on which the Borrower becomes aware of that event:

if no Utilisation has occurred, cancel the UKEF Facility Commitments or the Commercial Facility Commitments; or

if a Utilisation has occurred, prepay any outstanding UKEF Facility Loan or any outstanding Commercial Facility Loan,

Any cancellation under this Clause 7.3 shall reduce the Commitments of the Lenders under that Facility rateably.

Any prepayments made under this Clause 7.3 shall satisfy the Borrower’s obligations under Clause 6.1 (Repayment of Loans) in inverse chronological order of the Repayment Dates.

Loss of UKEF Guarantee

the relevant Lender shall not be obliged to fund a Utilisation under the UKEF Facility; and

if the Lender so requires, the Agent shall, by not less than thirty (30) days’ notice to the Borrower, cancel the Commitment of that Lender under the UKEF Facility and declare the participation of that Lender in all outstanding Loans under the UKEF Facility, together with related accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Commitment of that Lender under the UKEF Facility will be cancelled and all such outstanding amounts will become immediately due and payable.

Mandatory Prepayment Events

A Mandatory Prepayment Event shall occur if:

an Aircraft is subject to an Event of Loss;

the ISAR Contract is terminated;

an Aircraft ceases to be employed on the ISAR Contract as a result of 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 Permitted Third Party Assignment, in each case, on or prior to such termination; or

the MfT has exercised its Step-in-Rights and as a result of such exercise, a third party that does not satisfy each of the Step-in Requirements is providing any part of the Services.

At any time following the occurrence of a Mandatory Prepayment Event described in Clause 7.5(a)(i), the Borrower shall promptly notify the Agent upon becoming aware of that event and shall repay the Loans in the amount of the Release Amount as it relates to such Aircraft, on or prior to the earlier of (a) ninety (90) days after the occurrence of such Event of Loss and (b) upon its receipt of the insurance proceeds relating to such Event of Loss (irrespective of whether any or all of such proceeds have been received). Upon the Agent’s receipt, to its satisfaction and 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 Charged Property 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 Event of Loss 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 described in Clause 7.5(a)(ii):

the Lenders shall not be obliged to fund a Utilisation;

if a Lender under the UKEF Facility so requires and notifies the Agent within thirty (30) days of the Borrower notifying the Agent of the event, the Agent shall, cancel the Available UKEF Facility Commitment of that UKEF Facility Lender and declare the participation of that Lender in all outstanding UKEF Facility Loans, together with accrued interest on such participation, and all other amounts accrued or outstanding under the Finance Documents to that UKEF Facility Lender which relate to that UKEF Facility Lender’s UKEF Facility Commitment immediately due and payable, whereupon the Available UKEF Facility Commitment of that UKEF Facility Lender will be immediately cancelled and that UKEF Facility Lender’s participation in all such outstanding UKEF Facility Loans, together with accrued interest on such participation and other amounts accrued or outstanding under the Finance Documents to that UKEF Facility Lender shall become immediately due and payable; and

if a Lender under the Commercial Facility so requires and notifies the Agent within thirty (30) days of the Borrower notifying the Agent of the event, the Agent shall, cancel the Available Commercial Facility Commitment of that Commercial Facility Lender and declare the participation of that Lender in all outstanding Commercial Facility Loans, together with accrued interest on such participation, and all other amounts accrued or outstanding under the Finance Documents to that Commercial Facility Lender which relate to that Commercial Facility Lender’s Commercial Facility Commitment immediately due and payable, whereupon the Available Commercial Facility Commitment of that Lender will be immediately cancelled and that Commercial Facility Lender’s participation in all such outstanding Commercial Facility Loans, together with accrued interest on such participation and other amounts accrued or outstanding under the Finance Documents to that Commercial Facility Lender shall become immediately due and payable.

At any time following the occurrence of a Mandatory Prepayment Event described in Clause 7.5(a)(iii), if a Lender so requires and notifies the Agent within thirty (30) days of the Borrower notifying the Agent of the event, the Loans in the amount of the Release Amount as it relates to such Aircraft, together with accrued interest and all other amounts accrued or outstanding under the Finance Documents shall become immediately due and payable. Upon the Agent’s receipt, to its satisfaction and in good funds, of all of the amounts required to be paid pursuant to the preceding sentence the Security Agent shall release the Charged Property created pursuant to the applicable Finance Documents relating to such Aircraft, 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 described in Clause 7.5(a)(iv):

the Lenders shall not be obliged to fund a Utilisation;

if a Lender under the UKEF Facility so requires and notifies the Agent within thirty (30) days of the Borrower notifying the Agent of the event, the Agent shall, cancel the Available UKEF Facility Commitment of that UKEF Facility Lender and declare the participation of that Lender in the UKEF Facility Loans in the amount of the Release Amount as it relates to such Aircraft that is not subject to an Intercompany Lease subject to a Permitted Third Party Assignment, together with accrued interest on such participation, immediately due and payable, whereupon the Available UKEF Facility Commitment of that UKEF Facility Lender will be immediately cancelled and that UKEF Facility Lender’s participation the Release Amount of UKEF Facility Loans in respect of the Aircraft that is not subject to an Intercompany Lease subject to a Permitted Third Party Assignment, together with accrued interest on such participation shall become immediately due and payable; and

if a Lender under the Commercial Facility so requires and notifies the Agent within thirty (30) days of the Borrower notifying the Agent of the event, the Agent shall, cancel the Available Commercial Facility Commitment of that Commercial Facility Lender and declare the participation of that Lender in the Commercial Facility Loans in the amount of the Release Amount as it relates to such Aircraft that is not subject to an Intercompany Lease subject to a Permitted Third Party Assignment, together with accrued interest on such participation, immediately due and payable, whereupon the Available Commercial Facility Commitment of that Lender will be immediately cancelled and that Commercial Facility Lender’s participation in the Release Amount of Commercial Facility Loans in respect of the Aircraft that is not subject to an Intercompany Lease subject to a Permitted Third Party Assignment, together with accrued interest on such participation shall become immediately due and payable.

At any time following the occurrence of a Mandatory Prepayment Event described in Clause 7.5(a)(v):

the Lenders shall not be obliged to fund a Utilisation;

if a Lender under the UKEF Facility so requires and notifies the Agent, the Agent shall, cancel the Available UKEF Facility Commitment of that UKEF Facility Lender and declare the participation of that Lender in the UKEF Facility Loans in the amount of the Release Amount as it relates to such Aircraft for which a third party that does not meet the Step-in Requirements, is providing part of the Services, together with accrued interest and all other amounts accrued or outstanding under the Finance Documents on such participation, immediately due and payable, whereupon the Available UKEF Facility Commitment of that UKEF Facility Lender will be immediately cancelled and that UKEF Facility Lender’s participation in the Release Amount of UKEF Facility Loans in respect of the relevant Aircraft together with accrued interest on such participation shall become immediately due and payable; and

if a Lender under the Commercial Facility so requires and notifies the Agent of the event, the Agent shall, cancel the Available Commercial Facility Commitment of that Commercial Facility Lender and declare the participation of that Lender in the Commercial Facility Loans in the amount of the Release Amount as it relates to such Aircraft for which a third party that does not meet the Step-in Requirement, is providing part of the Services, together with accrued interest on such participation, immediately due and payable, whereupon the Available Commercial Facility Commitment of that Lender will be immediately cancelled and that Commercial Facility Lender’s participation in the Release Amount of Commercial Facility Loans in respect of the relevant Aircraft, together with accrued interest on such participation shall become immediately due and payable.

Voluntary cancellation

Voluntary prepayment of Loans

Subject to paragraph (b) below, the Borrower may, if it gives the Agent not less than three (3) Business Days’ (or such shorter period as the Majority Lenders of the relevant Facility may agree) prior notice, prepay the whole or any part of any Loan (but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of two hundred thousand euros (EUR 200,000)), provided that the UKEF Ratio immediately after such prepayment is equal to the UKEF : Commercial Required Ratio (and the Borrower has confirmed this is the case).

Other than in respect of a prepayment made pursuant to Clause 19.1(c)(iii) (LTV Test) a Loan may only be prepaid after the last day of the Availability Period (or if earlier, the day on which the Available Facility is zero).

Any prepayments made under this Clause 7.7 shall satisfy the Borrower’s obligations under Clause 6.1 (Repayment of Loans) in inverse chronological order of the Repayment Dates.

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 11.2 (Tax gross up); or

any Lender claims indemnification from the Borrower under Clause 11.3 (Tax indemnity) or Clause 12.1 (Increased costs),

On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment of that Lender shall immediately be 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 shall repay that Lender’s participation in each Loan.

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;

the prior written consent of UK Export Finance shall be required for the replacement of a UKEF Facility Lender;

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;

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

in the event that the Borrower cancels a Lender’s Commitment, repays a Lender’s participation in the Loans or replaces a Lender in accordance with paragraph (a) above, the Borrower shall promptly indemnify UK Export Finance against any costs, expenses, loss or liability incurred by UK Export Finance in connection with the cancellation, repayment or replacement in relation to that Lender; and

the Borrower shall only be able to cancel a Lender’s Commitment, repay a Lender’s participation in the Loans or replace a Lender in accordance with paragraph (a) above if that the UKEF Ratio would, immediately after giving effect to a notice under this Clause 7.8, be equal to the UKEF : Commercial Required Ratio.

A Lender shall perform the checks described in paragraph (e)(v) 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, subject to any Break Costs, without premium or penalty.

The Borrower may not reborrow any part of a Facility which is prepaid.

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 the Agent becomes aware that the UKEF Ratio is not, or would not after giving effect to a notice under this Clause 7, be equal to the UKEF : Commercial Required Ratio, it shall notify the Borrower and the Lenders and UK Export Finance promptly (and in any event, within five (5) Business Days of becoming so aware).

If all or part of any Lender’s participation in a Loan is repaid or prepaid an amount of that Lender’s Commitment (equal to the amount of the participation which is repaid or prepaid) shall be deemed to be cancelled on the date of such repayment or prepayment.

If any prepayment or cancellation of a Facility (in whole) is made under this Agreement, then the Borrower shall ensure that it prepays or cancels the other Facility in whole at the same time.

Application of prepayments

Any prepayment of a Loan pursuant to Clause 7.2 (Change of control), Clause 7.3 (Mandatory cancellation or prepayment in respect of the UKEF : Commercial Required Ratio), Clause 7.5 (Mandatory Prepayment Events) or Clause 7.7 (Voluntary prepayment of Loans) shall be applied pro rata to each Lender’s participation in that Loan.

INTEREST

Calculation of interest

Margin; and

EURIBOR.

Payment of interest

The Borrower shall pay accrued interest on each Loan on each Interest Payment Date.

The Borrower acknowledges and agrees that:

in respect of the UKEF Facility, a portion of the Margin in an amount equal to the UKEF Support Fee shall be for the account of UK Export Finance and shall be on-paid by the Agent to UK Export Finance in accordance with Clause 10.6 (UKEF Support Fee) and the terms of the UKEF Guarantee; and

UK Export Finance may rely on this Clause 8.2 subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.

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, subject to paragraph (b) below, 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 the Obligor on demand by the Agent.

If any overdue amount consists of all or part of a Loan which became due on a day which was not an Interest Payment Date:

the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

the rate of interest applying to the overdue amount during that first Interest Period shall be two per cent. (2%) per annum higher than the rate which would have applied if the overdue amount had not become due.

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.

Notification of rates of interest

The Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement.

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

Interest Periods

The period for which each Loan is outstanding shall be divided into successive Interest Periods.

The first day of an Interest Period for each Loan shall be:

for the first Interest Period for that Loan, the Utilisation Date for that Loan; and

for each subsequent Interest Period for that Loan, the Interest Payment Date of the preceding Interest Period for that Loan.

The last day of an Interest Period for each Loan shall be the earlier of:

the date falling six calendar months after the first day of that Interest Period;

the next Semi-Annual Date;

the Interest Payment Date of any other Loan; and

the first Repayment Date falling after the first day of that Interest Period,

If the Utilisation Date of any Loan is less than fifteen (15) days prior to an Interest Payment Date, the first Interest Period for that Loan shall end on the Interest Payment Date that next follows the Interest Payment Date immediately succeeding the Utilisation Date.

Non-Business Days

Amalgamation of Loans

CHANGES TO THE CALCULATION OF INTEREST

Unavailability of Screen Rate

If no Screen Rate is available for EURIBOR for the Interest Period of a Loan, the applicable EURIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Loan.

If paragraph (a) above applies but there is no EURIBOR for that Loan, then Clause 9.3 (Cost of funds) shall apply to that Loan for that Interest Period.

Market disruption

Cost of funds

If this Clause 9.3 applies, the rate of interest on each Lender’s share of the relevant Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

the Margin; and

the rate notified to the Agent by that Lender as soon as practicable and in any event within five (5) Business Days of the first day of that Interest Period (or, if earlier, on the date falling five (5) Business Days before the date on which interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in that Loan from whatever source it may reasonably select.

If this Clause 9.3 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 written consent of all the Lenders and the Borrower, be binding on all Parties.

If this Clause 9.3 applies but any Lender does not supply a quotation by the time specified in paragraph (a)(ii) above the rate of interest shall be calculated on the basis of the quotations of the remaining Lenders.

Break Costs

The Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than an Interest Payment Date for that Loan or Unpaid Sum.

Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue and, in respect of any Lender (excluding UK Export Finance if it becomes a Lender), showing how it calculated those Break Costs.

FEES

Commitment fee and UKEF Commitment Fee

The Borrower shall pay to the Agent (for the account of each Lender) a fee computed at the rate of thirty five per cent. (35%) of (i) the Margin per annum on that Lender’s Available Commercial Facility Commitment and (ii) the Net Margin per annum on that Lender’s Available UKEF Facility Commitment, for the Availability Period.

The Borrower shall pay to the Agent (for the account of UK Export Finance) a fee computed at the rate of thirty five per cent. (35%) of the percentage set out in the definition of UKEF Support Fee per annum on the aggregate of the Available UKEF Facility Commitment of all Lenders for the Availability Period (“UKEF Commitment Fee”).

The accrued commitment fee under paragraph (a) above is payable:

if no Utilisation occurs, in arrears on (A) the last day of each successive period of three months from the date of this Agreement during the Availability Period and (B) last day of the Availability Period;

if a Utilisation does occur:

for the period from the date of this Agreement until (but excluding) the first Interest Payment Date, in arrears on (A) the last day of each successive period of three Months from the date of this Agreement during the Availability Period until the first Interest Payment Date and (B) the first Interest Payment Date; and

for the period after (and including) the first Interest Payment Date, in arrears on each Interest Payment Date during the Availability Period and on the last day of the Availability Period; or

if any Lender’s Commitments are cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

The UKEF Commitment Fee under paragraph (b) above is payable:

if no Utilisation occurs, in arrears on (A) the last day of each successive period of three Months from the date of this Agreement during the Availability Period and (B) the last day of the Availability Period;

if a Utilisation does occur:

for the period from the date of this Agreement until (but excluding) the first Interest Payment Date, in arrears on (A) the last day of each successive period of three Months from the date of this Agreement during the Availability Period until the first Interest Payment Date and (B) the first Interest Payment Date; and

for the period after (and including) the first Interest Payment Date, in arrears on each Interest Payment Date during the Availability Period and on the last day of the Availability Period; or

if any UKEF Facility Lender’s Commitments are cancelled in full, on the cancelled amount of the relevant UKEF Facility Lender’s Commitment at the time the cancellation is effective.

Structuring fee

Facility fee

Agency fee

Security Agent Fee

UKEF Support Fee

TAX GROSS UP AND INDEMNITIES

Tax definitions

In this Agreement:

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 purposes 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 the Loan is effectively connected; and

meets all other conditions in the Treaty for full exemption from United Kingdom taxation on interest which relate to the Lender; and

Unless a contrary indication appears, in this Clause 11 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

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 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 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 interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or

the relevant Lender is a Qualifying Lender solely by virtue of sub-paragraph (ii) 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 Parent Guarantor 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 sub-paragraph (ii) of paragraph (a) of the definition of “Qualifying Lender” and:

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

the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Parent Guarantor, on the basis that the Tax Confirmation would have enabled the Parent Guarantor 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 Obligor making the payment is able to demonstrate that 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.

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 sub-paragraph (ii) below, a Treaty Lender and each Obligor which makes a payment to which that Treaty 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 Treaty 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, and, having done so, that Lender shall be under no obligation pursuant to sub-paragraph (i) above.

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

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

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

that 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 60 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 expired,

If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with sub-paragraph (ii) of paragraph (g) above, no Obligor shall make a 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 Utilisation unless the Lender otherwise agrees.

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

Tax indemnity

The Borrower shall (within three (3) Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

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 the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

to the extent a loss, liability or cost:

is compensated for by an increased payment under Clause 11.2 (Tax gross up);

would have been compensated for by an increased payment under Clause 11.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 11.2 (Tax gross-up) applied;

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); 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 of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Borrower.

A Protected Party shall, on receiving a payment from an Obligor under this Clause 11.3, 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 has obtained and utilised that Tax Credit,

Lender status confirmation