8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities and Exchange Act of 1934

Date of report (Date of earliest event reported): September 4, 2019

PHI Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-9827	84-2513763
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
2001 SE Evangeline Thruway, Lafayette, Louisiana		70508
(Address of Principal Executive Offices)		(Zip Code)

Registrants’ telephone number, including area code: (337) 235-2452

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Explanatory Note

As previously disclosed, on March 14, 2019, PHI, Inc. (“Old PHI”) and its principal U.S. subsidiaries (together with Old PHI, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code.

On August 2, 2019, the Bankruptcy Court issued a written order (the “Confirmation Order”) confirming the Debtors’ Third Amended Joint Plan of Reorganization, as previously supplemented and as modified by the Confirmation Order (the “Confirmed Plan”). On August 29, 2019, the Bankruptcy Court issued a written order (the “Modification Order”) approving the Debtors’ motion to modify the Confirmed Plan (as so modified, the “Plan”) to authorize the payment of cash to holders of less than 250 shares of Old PHI common stock. On September 4, 2019 (the “Effective Date”), the Plan became effective in accordance with its terms, and the Debtors emerged from bankruptcy under the Chapter 11 Cases.

As of the Effective Date, all of Old PHI’s previously outstanding equity interests, including shares of its voting and non-voting common stock (the “Old Common Stock”), and its unsecured 5.25% Senior Notes due 2019 (the “Old Notes”) were cancelled and extinguished.

Pursuant to the Plan, the Debtors effectuated certain restructuring transactions (the “Restructuring”). In connection with the Restructuring, (i) Old PHI formed PHI Group, Inc., a Delaware corporation, initially as its wholly owned subsidiary (“PHI Group”), (ii) PHI Group formed PHI Corporate, LLC, a Delaware limited liability company, as its wholly owned subsidiary (“PHI Corporate”), and (iii) PHI Corporate formed PHI Merger Sub, Inc., a Louisiana corporation, as its wholly owned subsidiary (“PHI Merger Sub”). On the Effective Date, PHI Merger Sub merged into Old PHI, which resulted in, among other things, PHI Group becoming the ultimate corporate parent of the Debtors and their affiliates. Consequently, PHI Group became the successor issuer to Old PHI pursuant to Rule 15d-5 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Item 8.01 hereof includes further information about the Restructuring. As used herein, the “Company” or “we” refers to either Old PHI or PHI Group, as the successor issuer, as the context requires.

Subject to certain exceptions relating to the payment of cash to settle certain claims for $25,000 or less (“Convenience Claims”), the holders of Allowed General Unsecured Claims (including the Old Notes) and Aircraft Lessor Claims (each as defined in the Plan) received under the Plan their pro rata share of newly-issued common stock of PHI Group (the “New Common Stock”) or a combination of New Common Stock and warrants to acquire such stock (the “Creditor Warrants”) to the extent such New Common Stock could not be issued to a holder because such holder was not deemed to be a U.S. Citizen (as defined in the Plan) and the number of such shares of New Common Stock that otherwise would be issuable to persons who are not U.S. Citizens would exceed the applicable Federal Aviation Administration restrictions on foreign ownership. Under the Plan, holders of less than 250 shares of Old Common Stock will receive $0.50 per share in cash and, subject to certain exceptions (discussed below), the remaining holders of Old Common Stock received warrants (the “Equity Warrants”) issued by PHI Group exercisable for shares of New Common Stock, in each case in exchange for the cancellation of the Old Common Stock. The Equity Warrants, the Creditor Warrants and the above-described foreign ownership limits are each discussed further under Item 1.01 hereof.

Pursuant to the Plan, the following principal recapitalization transactions occurred on the Effective Date:

• the issuance of shares of New Common Stock and Creditor Warrants to certain of the Company’s former unsecured creditors in exchange for approximately $53.7 million of new equity capital and in payment of certain commitment fees, in each case pursuant to that certain equity commitment agreement dated July 11, 2019 and discussed further in Item 8.01 hereof (the “Equity Commitment Agreement”);

• the issuance of shares of New Common Stock and Creditor Warrants to fully equitize the holders of Allowed General Unsecured Claims (excluding those receiving cash) and Aircraft Lessor Claims in exchange for their claims;

• the borrowing of $225 million principal amount of new term loan indebtedness, the proceeds of which were deployed principally to refinance Old PHI’s former secured debt;

• the issuance of Equity Warrants to holders of Old Common Stock (other than those receiving cash and the Company’s former controlling shareholder) in exchange for the cancellation of their shares; and

• cash payments estimated to be approximately $4.4 million (i) to settle Convenience Claims (or claims that holders opted to treat as Convenience Claims) and (ii) to holders of less than 250 shares of Old Common Stock.

In addition, an additional amount of shares equal to 10% of the New Common Stock (inclusive of shares of New Common Stock issuable upon exercise of the Creditor Warrants) has been reserved for issuance under the Management Incentive Plan (the “MIP”) approved under the Plan. The initial percentage of MIP equity allocable to Plan participants will be 50% of the pool of MIP shares, or 5% of the New Common Stock (inclusive of shares of New Common Stock issuable upon exercise of the Creditor Warrants). The Company’s newly-installed Board of Directors (discussed further under Item 5.02 hereof) plans to allocate this 50% portion within 60 days after the Effective Date.

2

As a result of these transactions, the Company’s former unsecured creditors (including certain lessors) now own all of the Company’s equity, subject to dilution in connection with future stock issuances, including issuances of incentive equity grants under the MIP and potential issuances of stock to holders of the Equity Warrants, as described in further detail below. Item 3.02 hereof includes additional information about the Company’s new capitalization.

This Form 8-K is being filed by PHI Group as the initial report of PHI Group to the SEC and as notice that PHI Group is the successor issuer to Old PHI under Rule 15d-5 of the Exchange Act. The Company intends, pursuant to Rules 12g-4(a)(1) and 12h-3 under the Exchange Act, to file certifications on Form 15 to terminate its reporting obligations under Section 13(a) of the Exchange Act and its registration under Section 12(g) of the Exchange Act, and to suspend its remaining reporting obligations under the Exchange Act, including its reporting obligations under Section 15(d) of the Exchange Act. Upon the filing of the Form 15, PHI Group’s obligation to file periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K will be suspended immediately.

All capitalized terms used herein but not otherwise defined in this Form 8-K have the meanings set forth in the Plan. Allowed General Unsecured Claims and Aircraft Lessor Claims that were exchanged for New Common Stock or Creditor Warrants under the Plan are referred to below as “Equitized Claims”.

The summary descriptions of the Plan and the Confirmation Order in this Form 8-K (this “Form 8-K”) do not purport to be complete and are qualified in their entirety by reference to the full text of the Confirmed Plan and the Confirmation Order, which were previously filed as exhibits to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2019, and are incorporated herein by reference as Exhibit 2.1 and Exhibit 99.1 into this Form 8-K, together with the Modification Order filed as Exhibit 99.2 hereto.

Additional information about the Chapter 11 Cases can be found at: https://cases.primeclerk.com/PHI.

Item 1.01 Entry into a Material Definitive Agreement.

To effectuate the reorganization of the Debtors under the Plan, PHI Group entered into several agreements on the Effective Date, including those described below.

Term Loan Facility

On the Effective Date, pursuant to the terms of the Plan, PHI Group entered an agreement providing for a five-year $225 million first lien senior secured term loan facility (the “Term Loan Facility”), on the terms and conditions summarized in the Company’s Form 8-K filed on July 24, 2019, which is incorporated herein by reference. PHI Group’s obligations under the Term Loan Facility are guaranteed by its principal domestic subsidiaries. The obligations of PHI Group and each of the guarantors are secured by a first-priority security interest in substantially all of their respective assets, excluding certain assets reserved to potentially collateralize a future asset-backed revolving credit facility. This summary (and the prior summary incorporated herein) are qualified in their entirety by reference to the full text of the Term Loan Facility, which is filed as Exhibit 10.1 to, and is incorporated by reference into, this Form 8-K.

Registration Rights Agreement

On the Effective Date, PHI Group entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Company’s former principal unsecured creditors and certain of their affiliates (the “Holders”). The Registration Rights Agreement grants rights with respect to the Registrable Securities (as defined in such agreement) held by the Holders. Following an initial public offering of the Company, the Registration Rights Agreement grants certain demand registration rights to any Holder or group of Holders holding, together with their affiliates, at least 15% of the Company’s Registrable Shares, provided that such demand rights are limited to one in any six-month period for all Holders and 12 total demand rights for all Holders for the term of the Registration Rights Agreement. The Registration Rights Agreement also contains customary “piggyback” registration rights if PHI Group proposes to file a registration statement with respect to an offering of its shares. The Registration Rights Agreement will lapse on its tenth anniversary or, in certain instances, sooner.

The Registration Rights Agreement contains customary conditions, restrictions, suspension periods, blackout periods and ancillary requirements, and customary indemnification and contribution provisions. The Company will generally pay all registration expenses other than underwriting discounts and commissions.

3

This summary is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 10.2 to, and is incorporated by reference into, this Form 8-K.

Creditor Warrant Agreement

In accordance with the Plan, on the Effective Date PHI Group entered into a creditor warrant agreement (the “Creditor Warrant Agreement”) with American Stock Transfer & Trust Company, LLC (the “Warrant Agent”), pursuant to which the Company issued, or caused to be reserved for issuance, the Creditor Warrants (which we previously referred to in the Plan and our prior disclosures as the “New Warrants”) to Non-U.S. Citizens who were holders of Equitized Claims.

A total of approximately 6.18 million Creditor Warrants were issued on the Effective Date to certain holders of Equitized Claims who are Non-U.S. Citizens in lieu of an equal number of shares of New Common Stock, in order to ensure that, as required by the Plan, the aggregate percentage of the outstanding shares of New Common Stock owned by Non-U.S. Citizens on or after the Effective Date did not exceed 24.9% of the Company’s outstanding New Common Stock (the “Foreign Ownership Limitation”).

The Company owns aircraft registered with the Federal Aviation Administration (“FAA”) in the United States and holds operating certificates issued by FAA pursuant to regulations promulgated under the Federal Aviation Act of 1958. The Company’s ability to own and operate such aircraft and hold such operating certificates is conditioned on, among other things, 75% or more of its voting stock being owned or controlled by U.S. Citizens. To assure compliance with this standard, the Company has maintained, and plans to continue to maintain after the Effective Date, restrictions embodied in procedural measures designed to ensure that the voting power held by Non-U.S. Citizens does not exceed the Foreign Ownership Limitation. These ownership restrictions are currently contained in the Certificate of Incorporation of PHI Group, which is described under Item 5.03 of this Form 8-K. As discussed in our prior filings, the Plan contains additional restrictions on the total number of equity securities that can be held by Non-U.S. Citizens and the total voting power that can be held by Non-U.S. Citizens who are citizens of a country not a party to an “open skies” agreement (listed on the U.S. Department of Transportation’s website).

The Creditor Warrants are immediately exercisable and have a 25-year term. During the term of the Warrants, each Warrant is exercisable for one share of New Common Stock upon payment to the Company of an exercise price of $0.001 per share (subject to adjustment under the circumstances described below), subject to restrictions contained in the Creditor Warrant Agreement and the Certificate of Incorporation limiting ownership by Non-U.S. Citizens to the Foreign Ownership Limitation. The Company will establish, as permitted under its Certificate of Incorporation and through the Warrant Agent and the Depositary Trust Company, appropriate measures to ensure compliance with these ownership limitations.

The Creditor Warrants do not grant to their holders any voting or control rights or dividend rights, or contain any negative covenants restricting the operation of the Company’s business.

Termination. All unexercised Creditor Warrants will expire, and the rights of the holders thereof to purchase shares of New Common Stock will terminate, on the first to occur of (i) the close of business on September 4, 2044 (the “Expiration Date”) or (ii) that date that all Creditor Warrants have been validly exercised, converted or cancelled, provided that certain responsibilities of the Warrant Agent will survive. On the Expiration Date, each Creditor Warrant shall be deemed to be exercised in full by the holder to the extent that the share of New Common Stock deliverable upon and at the time of such exercise will not exceed the Foreign Ownership Limitation; provided, however, that if such exercise would otherwise cause the Company to exceed the Foreign Ownership Limitation, then in lieu of issuing shares of New Common Stock in excess thereof, the Company will pay to the holder the consideration that would be payable pursuant to the Certificate of Incorporation if such excess shares of New Common Stock were issued to the holder, and then immediately redeemed, on the Expiration Date.

Adjustments. The number of shares of New Common Stock for which a Creditor Warrant is exercisable, and the exercise price per share of such Creditor Warrant, are subject to adjustment from time to time upon the occurrence of certain events, including, among other things (i) the issuance of shares of New Common Stock as a dividend or distribution to all holders of shares of New Common Stock, or a subdivision, combination, or other reclassification of the outstanding shares of New Common Stock into a greater or smaller number of shares of New Common Stock and (ii) the issuance as a dividend or distribution to all holders of shares of New Common Stock of evidences of indebtedness, securities or other assets (excluding certain cash distributions).

Third-Party Mergers or Consolidations. In the event of a merger or consolidation where (i) the acquirer is not an affiliate of the Company and (ii) all of the equity held by equity holders of the Company outstanding immediately prior thereto is extinguished or replaced by equity in a different entity, holders of Creditor Warrants will be solely entitled to receive the consideration per Creditor Warrant that is payable per share of New Common Stock pursuant to such transaction, less the applicable exercise price of the Creditor Warrant, which consideration shall be paid in the same form and in the same proportion as is payable to holders of New Common Stock. However, if the consideration is payable solely in cash, the Creditor Warrants will be extinguished and the holders thereof will be entitled to receive a cash payment for each Creditor Warrant held equal to the difference between the per-share cash consideration and the nominal exercise price per share, subject to certain exceptions.

4

Cashless Exercise. The Creditor Warrants will permit their holders to elect to exercise the Creditor Warrant such that no payment of cash will be required in connection with such exercise. If cashless exercise is elected, the Company shall withhold from issuance, in lieu of any cash payment for exercise, a number of shares of New Common Stock equal to the value (as of the exercise date for such Creditor Warrant) of the aggregate exercise price which would otherwise be payable in cash for all of the shares of New Common Stock for which such Creditor Warrants are being exercised, divided by the market price of a share of New Common Stock determined as of the business day immediately preceding the day the warrant exercise notice is delivered to the Warrant Agent.

This summary is qualified in its entirety by reference to the full text of the Creditor Warrant Agreement, which is filed as Exhibit 10.3 to, and is incorporated by reference into, this Form 8-K.

Equity Holder Warrant Agreement

On the Effective Date, by operation of the Plan and the Confirmation Order, PHI Group entered into an equity holder warrant agreement (the “Equity Holder Warrant Agreement”) with the Warrant Agent, pursuant to which the Company issued the Equity Warrants (which we previously referred to in the Plan and our prior disclosures as the “Old Equity Settlement Warrants”), on a pro rata basis to certain of the pre-emergence holders of the Old Common Stock.

Each Equity Warrant represents the right to purchase over a three-year term one share of New Common Stock at an exercise price of $24.98 per share, subject to adjustment as provided in the Equity Holder Warrant Agreement. On the Effective Date, the Company issued Equity Warrants to purchase an aggregate of approximately 1.69 million shares of New Common Stock, which constituted as of the Effective Date 5% of the total equity of PHI Group (calculated in the manner specified under the Plan and subject to dilution on account of future issuances of equity under the MIP or otherwise).

Similar to the Creditor Warrants, the Equity Warrants do not grant their holders any voting or control rights or dividend rights, or contain any negative covenants restricting the operation of the Company’s business. In addition, exercise of the Equity Warrants will be subject to the restrictions in PHI Group’s Certificate of Incorporation, which limit the exercise of such warrants where such exercise would cause the total number of shares held by Non-U.S. Citizens to exceed the Foreign Ownership Limitation.

Termination. All unexercised Equity Warrants will expire, and the rights of the holders thereof to purchase shares of New Common Stock will terminate, on September 4, 2022 (the “Expiration Date”), subject to extension in certain limited circumstances. Notwithstanding, the Equity Holder Warrant Agreement will terminate on any earlier date when all Equity Warrants have been exercised, redeemed or cancelled, provided that certain responsibilities of the Warrant Agent will survive.

Adjustments. The number of shares of New Common Stock for which an Equity Warrant is exercisable, and the exercise price per share of such Equity Warrant are subject to adjustment from time to time upon the occurrence of certain events, including, among other things (i) the issuance of shares of New Common Stock as a dividend or distribution to all holders of shares of New Common Stock, or a subdivision, combination, or other reclassification of the outstanding shares of New Common Stock into a greater or smaller number of shares of New Common Stock; and (ii) the issuance, on or prior to the second anniversary of the Effective Date, as a dividend or distribution to all holders of shares of New Common Stock of cash or other assets (excluding certain cash distributions).

Third-Party Mergers or Consolidations. In the event of a merger or consolidation of the Company prior to the Expiration Date that results in a change of control, the Company will make appropriate provisions to ensure that holders of Equity Warrants have the right to receive, 30 business days prior to consummation of such merger or consolidation, notice and the option to exercise their Equity Warrants. In the event of a merger or consolidation not resulting in a change of control, lawful provision will be made to entitle holders of Equity Warrants to receive from the successor entity warrants of equivalent value.

Cashless Exercise. The Equity Warrants will permit a holder thereof to elect to exercise the Equity Warrant such that no payment of cash will be required in connection with such exercise. If a cashless exercise is elected, the Company will withhold from issuance, in lieu of any cash payment for exercise, a number of shares of New Common Stock equal to the value (as of the exercise date for such Equity Warrant) of the aggregate exercise price which would otherwise be payable in cash for all of the shares of New Common Stock for which such Equity Warrants are being exercised, divided by the market price of a share of New Common Stock determined as of the business day immediately preceding the day the warrant exercise notice is delivered to the Warrant Agent.

This summary is qualified in its entirety by reference to the full text of the Equity Holder Warrant Agreement, which is filed as Exhibit 10.4 to, and is incorporated by reference into, this Form 8-K.

5

Item 1.02 Termination of a Material Definitive Agreement.

On the Effective Date, by operation of the Plan:

• all agreements, instruments, and other documents evidencing, relating to or connected with any equity interests of Old PHI, including outstanding shares of Old Common Stock, and any rights of any holder in respect thereof, were deemed cancelled; and

• all outstanding obligations under the Old Notes and the indenture governing such notes were cancelled.

On the Effective Date, the borrowings under the Term Loan Facility were used principally to pay in full and discharge all of the Company’s indebtedness under its secured debt agreements with Thirty Two, L.L.C. and Blue Torch Finance L.L.C., each of which are described in the Company’s prior reports filed with the SEC.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information regarding the Term Loan Facility set forth in Item 1.01 of this Form 8-K is incorporated by reference into this Item 2.03.

Item 2.06 Material Impairments.

See Item 8.01 hereof.

Item 3.02 Unregistered Sales of Equity Securities.

On the Effective Date, pursuant to the terms of the Plan, PHI Group issued an aggregate of approximately 25.88 million shares of New Common Stock, Creditor Warrants to purchase up to approximately 6.18 million shares of New Common Stock and Equity Warrants to purchase up to approximately 1.69 million shares of New Common Stock, subject to adjustment as set forth in the Creditor Warrant Agreement and Equity Warrant Agreement.

The Plan and Confirmation Order exempted the offer and sale on the Effective Date of New Common Stock and Creditor Warrants to former holders of Equitized Claims and the offer and sale on such date of the Equity Warrants from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 1145(a)(1) of the Bankruptcy Code. In addition, the Plan and Confirmation Order exempted the offer and sale on the Effective Date of New Common Stock and Creditor Warrants to the commitment parties under the Equity Commitment Agreement from the registration requirements of the Securities Act pursuant to Section 1145(a)(1) of the Bankruptcy Code and Section 4(a)(2) of the Securities Act.

The information regarding the terms governing the Creditor Warrants and Equity Warrants set forth in Item 1.01 of this Form 8-K is incorporated by reference into this Item 3.02.

Item 3.03 Material Modification to Rights of Security Holders.

As provided in the Plan, all notes, stock, agreements, instruments, certificates, and other documents evidencing any claim against or interest in the Debtors were cancelled on the Effective Date and the obligations of the Debtors thereunder or in any way related thereto were fully released. The securities to be cancelled on the Effective Date include all of the Old Common Stock and Old Notes. For further information, see Items 1.01, 1.02, 3.02, 5.01 and 5.03 of this Form 8-K, as well as the Explanatory Note at the beginning of the this Form 8-K, all of which are incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

Prior to the Effective Date, Al A. Gonsoulin was the largest holder of the Old Common Stock. At August 30, 2019, Mr. Gonsoulin controlled approximately 70.9% of the Company’s voting common stock. As previously disclosed, under the Plan Mr. Gonsoulin will not receive any shares of New Common Stock, Creditor Warrants or Equity Warrants.

As disclosed above, on the Effective Date, all previously issued and outstanding shares of the Old Common Stock were cancelled, and the Company issued shares of New Common Stock (or, with respect to non-U.S. Citizens, a combination of New Common Stock and Creditor Warrants) to certain of its former unsecured creditors or aircraft lessors pursuant to the Plan. These issuances resulted in a change in control of the Company. For further information relating to such issuances, see Items 1.01, 1.02, 3.02, 3.03 and 5.03 of this Form 8-K, all of which are incorporated by reference into this Item 5.01.

6

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Directors

Pursuant to the Plan, as of the Effective Date, the following directors resigned from the board of directors of Old PHI: Al A. Gonsoulin, Alan W. Brass, C. Russell Luigs, Richard H. Matzke and Thomas H. Murphy.

Retirement of Al A. Gonsoulin as Chief Executive Officer and Chairman of the Board

On the Effective Date, in accordance with the Plan, Al A. Gonsoulin retired from his positions as Chief Executive Officer and Chairman of the Board of Old PHI.

Appointment of Directors

Pursuant to the Plan, the following persons were appointed to the board of directors of PHI Group as of the Effective Date: Gene Davis, Allen Li, Scott McCarty and Robert P. Tamburrino, with Lance F. Bospflug, the Company’s new Chief Executive Officer, continuing to serve as a director (collectively, the “Initial Directors”).

As provided in the Plan, two additional directors are expected to be appointed to the new board of directors (the “New Board”) but neither has been selected as of the Effective Date. The Initial Directors currently plan to appoint such additional directors as soon as possible in accordance with the provisions of the Plan.

Appointment of Lance F. Bospflug as Chief Executive Officer

On the Effective Date, in accordance with the Plan, Lance F. Bospflug, age 64, was appointed as the Chief Executive Officer of the Company. Mr. Bospflug previously served as the President, Chief Operating Officer and a director of the Company. Mr. Bospflug will continue in the position of President and will perform his prior functions of Chief Operating Officer of the Company.

Mr. Bospflug first joined the Company in October 2000 as President and was appointed Chief Executive Officer and director in August 2001. In 2004, Mr. Bospflug resigned as President and Chief Executive Officer of the Company, although he continued to serve as a director. Following his 2004 resignation, he was self-employed until 2008, when the Company hired him to work on certain special projects, reporting directly to Mr. Gonsoulin. In 2009, Mr. Bospflug rejoined the Company’s executive team as its Chief Operating Officer, and was appointed President in 2010. Before joining the Company, he served as Chief Financial Officer, and from 1999 to 2000 as Chief Executive Officer, of T.L. James & Company, Inc.

With Mr. Gonsoulin’s retirement under the Plan, three of the four named executive officers of Old PHI will continue to be employed by the Company following the Effective Date—Mr. Bospflug, Trudy P. McConnaughhay, and James Hinch (the “Continuing NEOs”). As of the Effective Date, each of the Continuing NEOs will continue to receive the same compensation as in effective prior to the Effective Date, as the New Board has not yet had an opportunity to review those arrangements.

However, the Plan provides that, within 60 days after the Effective Date, the New Board will negotiate an employment agreement with each individual who participates in the Company’s key employee incentive plan (the “KEIP” and each such individual, a “KEIP Participant”), which includes each of the Continuing NEOs. If, at the end of the 60-day period, the New Board and a KEIP Participant have not mutually agreed upon the terms of his or her employment agreement, either the KEIP Participant or the New Board may terminate the KEIP Participant’s employment and the KEIP Participant will be entitled to receive severance equal to 100% of his or her annual base salary (the “Severance Payment”). In addition, a KEIP Participant would also be entitled to the Severance Payment if the New Board terminates him or her without cause during the 60-day period or before reaching agreement on an employment agreement.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On the Effective Date, pursuant to the terms of the Plan, PHI Group filed the First Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of Delaware. Also on the Effective Date, and pursuant to the terms of the Plan, PHI Group adopted the By-laws (the “By-laws”).

The following descriptions of the Certificate of Incorporation and the By-laws do not purport to be complete and are subject to and qualified by the full texts of the Certificate of Incorporation and the By-laws, copies of which are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to, and are incorporated by reference into, this Form 8-K. Additionally, the General Corporation Law of the State of Delaware (the “DGCL”) may contain provisions that affect the rights of the holders of the capital stock of the Company.

7

Capital Stock. The Company’s authorized capital stock consists of 101,000,000 shares, consisting of 100,000,000 shares of New Common Stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.001 per share.

Dividends. The holders of shares of New Common Stock and preferred stock will be entitled to dividends, if any, in the amounts and at the times declared by the Company’s Board in its discretion out of any assets or funds of the Company legally available for the payment of dividends.

Voting. Each holder of shares of the New Common Stock is entitled to one vote for each share of the New Common Stock on all matters presented to the stockholders of the Company, including the election of directors. Each director will be elected by a plurality vote. All other matters at a meeting of stockholder where a quorum exists will be approved if the votes cast in favor exceed the votes cast opposing the matter. Stockholder may act by written consent signed by holders having not less than the minimum number of votes that would be necessary to authorize such action at a meeting at which all shares entitled to vote were present and voted.

Amendment of the By-laws. Under Delaware law, the power to adopt, amend or repeal by-laws is conferred upon the stockholders. As permitted under the DGCL, the Certificate of Incorporation also confers upon the board of directors the power to adopt, amend or repeal the By-laws. The By-laws grant the Board or the stockholders the power to adopt, amend and repeal the By-laws on the affirmative vote of a majority of the directors then in office or the shareholders owning a majority of the total voting power entitled to vote on in an election of directors.

Special Meetings of Stockholders. The By-laws permit the stockholders to call special meetings of stockholders only if called by the holders of at least 20% of the total voting power of all the shares of the Company entitled to vote generally in the election of directors.

Other Limitations on Stockholder Actions. Advance notice is required for stockholders to nominate directors or to submit proposals for consideration at meetings of stockholders. In the case of an annual meeting, such notice is required no sooner than 120 days and no later than 90 days before the first anniversary of the immediately preceding annual meeting, and, in the case of a special meeting, such notice is required no later than 60 days before the meeting. The By-laws provide detailed procedures for the notice of business and nomination of directors and the conduct of meetings.

Record Date. The record date to determine who is entitled to notice of and to participate in a meeting will be no more than 60 and no less than 10 days before a meeting of stockholders. The By-laws provide for a dual record date, in which the Board may establish a separate voting record date to determine the shareholders actually entitled to vote.

Board of Directors. The Board of Directors will consist of such number determined from time to time by resolution of the Board; provided that there will be no more than 15 directors. On the Effective Date, the Board consisted of five members, but, as noted under Item 5.02 hereof, is expected to be increased to seven. At all times the Chief Executive Officer shall be a member of the Board and at least two-thirds of the Board shall be U.S. Citizens. The terms of the directors will run until a successor is duly elected and qualified or earlier death, resignation, removal or incapacity of the director. At each annual meeting of stockholders, all director seats are up for election.

The By-laws provide that any action required or permitted to be taken by the Board at a duly called meeting may be taken by the unanimous written consent of the Board.

Limitation of Liability and Indemnification of Officers and Directors. The Certificate of Incorporation provides that no director shall be personally liable to the Company or the stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the DGCL. The Certificate of Incorporation provides for mandatory indemnification of the Company’s directors and requires the mandatory advancement of expenses and coverage of amounts paid in settlement without the approval of the Company. The directors have the right to sue if the Company does not pay upon a written demand within 30 days (or 20 days in the case of a claim for advancement of expenses).

Business Combination Under Delaware Law. The Company has expressly elected not to be governed by Section 203 of the DGCL in the Certificate of Incorporation, which governs business combinations with interested stockholders.

Exclusive Forum. The Certificate of Incorporation provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery shall not have jurisdiction, another state or federal court located within the state of Delaware) will be, to the fullest extent permitted by law, the exclusive forum for (i) any derivative action or proceeding brought on the Company’s behalf, (ii) any action asserting a breach of fiduciary duty, (iii) any action asserting a claim arising pursuant to the DGCL, the Certificate of Incorporation or the By-laws, or (iv) any action asserting a claim against the Company or any director or officer or other employee of the Company that is governed by the internal affairs doctrine. Any person or entity purchasing or otherwise holding any interest in shares of capital stock of the Company will be deemed to have notice of and consented to the foregoing forum selection provisions.

8

Limitations on Ownership by Non-U.S. Citizens. To ensure the continuing ability of the Company to comply with the requirements of the Federal Aviation Laws, the Company’s Certificate of Incorporation includes provisions restricting ownership by Non-U.S. Citizens of the Company’s capital stock. As noted above, Federal Aviation Laws prohibit persons who are Non-U.S. Citizens, either individually or in the aggregate, from owning or controlling 25% or more of the Company’s voting stock. The Company’s Certificate of Incorporation contains restrictions and protections designed to ensure the Company is a United States Citizen under the Federal Aviation Act. These restrictions and protections prohibit the acquisition of shares or the exercise of warrants where such acquisition or exercise would cause the aggregate voting power held by Non-U.S. Citizens to exceed 24.9%. These restrictions and protections further provide the Board authority to redeem any share of common stock that is owned by Non-U.S. Citizens that would result in ownership of voting shares by Non-U.S. Citizens exceeding in the aggregate the permitted percentage. For additional information about these restrictions, see Item 1.01 hereof.

Corporate Opportunity. If a director of the Company who is also a partner, employee, or other affiliate of an entity that is a holder of the Company’s equity securities and that is in the business of investing in other entities (a “Fund”) acquires knowledge of a potential transaction that may be a corporate opportunity for both the Company and such Fund, the Company’s Certificate of Incorporation provides that such opportunity shall belong to the Fund (unless such opportunity was expressly offered to such person solely in his or her capacity as a director of the Company), and such director shall be deemed under the Certificate of Incorporation to have satisfied his or her fiduciary duty to the Company and its stockholders if such director acts in good faith in accordance with the policy expressed in this provision of the Certificate of Incorporation.

Preemptive Rights. Under the Company’s Certificate of Incorporation, each stockholder that, collectively with its affiliates, beneficially owns more than 5% of the New Common Stock will have a preemptive right to purchase its pro rata portion of any new equity securities (as defined in such certificate) that the Company or its subsidiaries propose to sell or issue prior to the earlier of the date the Company elects to list its common stock on a national securities exchange or completes an initial public offering of its common stock. These rights are subject to various terms, conditions, restrictions and exceptions, each of which are set forth in the Company’s Certificate of Incorporation.

Item 8.01 Other Events.

On the Effective Date, the Company consummated the transactions contemplated under the Equity Commitment Agreement, including the share issuances referenced in the Explanatory Note to this Form 8-K. For additional information on these transactions, see the Equity Commitment Agreement, which is incorporated by reference into this Form 8-K as Exhibit 10.5, and the Company’s Current Report on Form 8-K filed July 17, 2019 with the SEC, which is also incorporated herein by reference.

On September 4, 2019, the Company issued a press release announcing its emergence from the Chapter 11 Cases. A copy of the press release is filed as Exhibit 99.3 to, and incorporated by reference into, this Form 8-K.

The Total Enterprise Value of the Reorganized Debtors (as defined, disclosed and determined in accordance with the Plan) is $487.5 million, which is substantially less than the value of the consolidated assets of the Company as reflected in its most recently-prepared balance sheet. As such, the Company currently expects that it will write-down the value of certain of its assets during the balance of the year, although the timing and magnitude of any such write-downs are currently unknown.

As noted in the Explanatory Note above, PHI Group intends to take steps to deregister its securities and suspend its duty to file reports under Section 13(a) or 15(d) of the Exchange Act. The decision of the Company’s Board of Directors to take these actions was based on the consideration of numerous factors, including among others (i) the direct and indirect costs incurred by the Company each year in connection with preparing and filing periodic reports with the SEC, including the expenses of professionals and (ii) the benefits of permitting senior management of the Company to spend less time on report preparation, which will allow them to devote full time and attention to the Company’s strategy and operations.

Pursuant to the Restructuring, (i) Old PHI converted into a Louisiana limited liability company and changed its name to PHI Aviation, LLC, (ii) PHI Air Medical, L.L.C., a Louisiana limited liability company, changed its name to PHI Health, LLC and (iii) various other steps were taken to better align the Company’s various operating subsidiaries with its three operating segments.

Cautionary Statements

Caution Concerning Forward-Looking Statements. This Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All such statements other than statements of historical fact are “forward-looking” statements, as defined by (and subject to the “safe harbor” protections under) the federal securities laws. When used herein, the words

9

“anticipates,” “expects,” “believes,” “seeks,” “hopes,” “intends,” “plans,” “projects,” “will” and similar words and expressions are intended to identify forward-looking statements. Forward-looking statements are based on a number of judgments and assumptions as of the date such statements are made about future events, many of which are beyond the Company’s control. These forward-looking statements, and the assumptions on which they are based, (i) are not guarantees of future events, (ii) are inherently speculative and (iii) are subject to significant risks and uncertainties. Actual events and results may differ materially from those anticipated, estimated, projected or implied by the Company in those statements if one or more of these risks or uncertainties materialize, or if the Company’s underlying assumptions prove incorrect. All of the Company’s forward-looking statements are qualified in their entirety by reference to the Company’s discussion of certain important factors that could cause the Company’s actual results to differ materially from those anticipated, estimated, projected or implied in those forward-looking statements.

Factors that could cause the Company’s results to differ materially from the expectations expressed in such forward-looking statements include, but are not limited to, the Company’s ability to achieve its stated goals, including those specified in the Plan, the Company’s ability to implement operational improvement efficiencies, uncertainty regarding the Company’s ability to obtain additional capital in the future, uncertainty regarding the Company’s ability to attract and retain key personnel, uncertainty regarding the Company’s ability to retain its customer and vendor relationships, illiquidity in the trading of the Company’s newly-issued New Common Stock, as well as other risks referenced in the Company’s prior filings with the SEC.

Additional factors or risks that the Company currently deems immaterial, that are not presently known to the Company, that arise in the future or that are not specific to the Company could also cause the Company’s actual results to differ materially from its expected results. Given these uncertainties, investors are cautioned not to unduly rely upon the Company’s forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or developments, changed circumstances, or otherwise. Further, the Company may make changes to its intentions or plans at any time, without notice and for any reason. For these reasons, the Company can provide no assurances as to the ultimate return on investment on any of the newly-issued securities of PHI Group referenced in this Form 8-K.

The filing of this Form 8-K (including the exhibits hereto) shall not be deemed an admission as to the materiality of any information included or incorporated herein.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
2.1	Debtors’ Third Amended Joint Plan of Reorganization, dated June  18, 2019 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on August 6, 2019), as modified by the Modification Order filed as Exhibit 99.2 to this Form 8-K.
3.1	First Amended and Restated Certificate of Incorporation of PHI Group, Inc.
3.2	By-laws of PHI Group, Inc.
10.1	Term Loan Credit Agreement, dated September  4, 2019, by and among the Company, the guarantor parties thereto, the lender parties thereto and Credit Suisse AG, as administrative agent and collateral agent.
10.2	Registration Rights Agreement, dated as of September 4, 2019, by and among the Company and the Holders who are party thereto.
10.3	Creditor Warrant Agreement, dated as of September 4, 2019, between the Company and American Stock Transfer & Trust Company, LLC, as warrant agent.
10.4	Equity Holder Warrant Agreement, dated as of September 4, 2019, between the Company and American Stock Transfer & Trust Company, LLC, as warrant agent.
10.5	Equity Commitment Agreement, dated as of July  11, 2019, among the Debtors and the Commitment Parties thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on July 17, 2019).
99.1	Order Approving Debtors’ Disclosure Statement and Confirming the Debtors’ Third Amended Joint Plan of Reorganization, as entered by the Bankruptcy Court on August 2, 2019 (incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K filed on August 6, 2019).
99.2	Modification Order, as entered by the Bankruptcy Court on August 29, 2019.
99.3	Press release issued by the Company, dated as of September 4, 2019.

10

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, PHI Group, Inc. and PHI, Inc. have duly caused this Form 8-K to be signed on their behalf by the undersigned hereunto duly authorized.

	PHI Group, Inc.
Date: September 5, 2019	By:	/s/ Trudy P. McConnaughhay
		Trudy P. McConnaughhay
		Chief Financial Officer and Secretary

11

EX-3.1

Exhibit 3.1

FIRST AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

of

PHI GROUP, INC.

(reflecting all amendments through September 4, 2019)

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (as the same exists or may hereafter be amended from time to time, the “DGCL”) does hereby certify:

1. The name of the corporation is PHI Group, Inc. (the “Corporation”). The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on July 12, 2019.

2. This First Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors and stockholders in accordance with Sections 242 and 245 of the DGCL. The Board of Directors of the Corporation (the “Board”) duly adopted resolutions proposing to amend and restate the Certificate of Incorporation of the Corporation (the “First Amended and Restated Certificate of Incorporation”), declaring such amendment and restatement to be advisable and in the best interest of the Corporation and its stockholders, and authorizing the appropriate officers of the Corporation to solicit the consent of the stockholders therefor, which resolution setting forth the proposed amendment and restatement is as follows:

RESOLVED, that the text of the Certificate of Incorporation of the Corporation be hereby restated and amended in its entirety as follows:

FIRST: The name of the corporation is PHI Group, Inc.

SECOND: The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, City of Wilmington, County of New Castle, State of Delaware 19808. Corporation Service Company is the Corporation’s registered agent at that address.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the DGCL.

FOURTH: The Corporation is authorized to issue 100,000,000 shares of voting common stock, par value $0.001 per share (the “Common Stock”) and 1,000,000 shares of initially undesignated preferred stock, par value $0.001 per share (the “Preferred Stock”).

The following is a statement of the designations, the powers, rights and privileges, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.

A. Common Stock

1. Voting Rights. Unless otherwise provided (including in Section 4.4), each share of Common Stock shall be entitled to one (1) vote for each share of Common Stock standing in the name of such holder on the books and records of the Corporation for each matter properly submitted to the Corporation’s stockholders for their vote, consent, waiver, release or other action. The holders of record of Common Stock shall vote together as a single class on all matters on which holders of the Common Stock are entitled to vote except as otherwise required by applicable law. Subject to the terms of any class or series of issued and outstanding Preferred Stock, the number of authorized shares of Common Stock and/or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote or written consent of the holders of Common Stock representing a majority in voting power of the stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL, unless the vote of the holders of any of the Common Stock or the Preferred Stock voting separately as a class shall be required therefor pursuant to this First Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation (as defined below)).

2. Dividends and Distributions. The holders of shares of Common Stock and/or Preferred Stock shall be entitled to receive such dividends, if any, as may be declared by the Board of Directors from time to time. Holders of shares of Common Stock shall be entitled to receive equally, on a per share basis, such dividends or distributions as are lawfully declared on the Common Stock and, upon liquidation, dissolution or winding up of the affairs of the Corporation, to share equally, on a per share basis, in the assets thereof that may be available for distribution after satisfaction of creditors and of the preferences of shares of Preferred Stock.

3. No Preemptive Rights. Other than as set forth in Section 5 below, neither the holders of the Common Stock nor the Preferred Stock shall, solely by reason of holding such shares, be entitled to any preemptive or other preferential rights to purchase or subscribe to any shares of any class of the Corporation’s capital stock or other securities now or hereafter issued.

4. Ownership. For purposes of this Article FOURTH, the following terms shall have the meanings specified below:

“Beneficial Ownership” refers to beneficial ownership (i) as defined in Rule 13d-3 (without regard to the 60-day provision in paragraph (d)(1)(i) thereof) promulgated by the Securities and Exchange Commission as such rule may be amended from time to time, or (ii) as otherwise determined under Federal Aviation Laws.

“Excess Shares” shall have the meaning ascribed to such term in Section 4.4(a) of this Article FOURTH.

“Federal Aviation Laws” means the Federal Aviation Act of 1958, as amended, codified in Title 49 of the United State Code, and the regulations promulgated thereunder, each as amended from time to time, or any successor statute or regulations, as interpreted by the United States Department of Transportation.

“Foreign Stock Record” shall have the meaning ascribed to such term in Section 4.2 of this Article FOURTH.

“Non-Citizen” means any Person who is not a United States Citizen.

“Non-Citizen Owned Securities” means any issued and outstanding Securities in the Corporation that are Owned or Controlled by a Non-Citizen.

“Own or Control” or “Owned or Controlled” means, when used in reference to Securities, (i) ownership of record, (ii) Beneficial Ownership, or (iii) the power to direct, by agreement, agency, or in any other manner, the voting of Securities.

“Permitted Percentage” means one-tenth of one percent less than the percentage of the Voting Securities in the Corporation that may be Owned or Controlled by Non-Citizens without loss of the United States Citizen status of the Corporation or any Subsidiary (as defined in Article TWELFTH).

“Person(s)” means any individual, corporation, partnership, trust or other entity of any nature whatsoever.

“Redemption Notes” shall mean interest-bearing promissory notes of the Corporation with a maturity of not more than 10 years from the date of issue and bearing interest at a fixed rate equal to the yield on the U.S. Treasury Note having a maturity comparable to the term of such Redemption Notes as published in The Wall Street Journal or comparable publication at the time of the issuance of the Redemption Notes. Such notes shall be governed by the terms of an indenture to be entered into by and between the Corporation and a trustee, as such indenture may be amended from time to time. Redemption Notes shall be redeemable at par plus accrued but unpaid interest.

2

“Securities” means all capital stock of, or other equity interests in, the Corporation.

“United States Citizens” means any Person who is a “citizen of the United States” as defined in Section 40102(a)(15) of the Federal Aviation Laws.

“Voting Securities” means the Securities granted voting rights by the Corporation.

“Warrants” means the right to purchase share(s) of any specified class or series of capital stock of the Corporation at an exercise price of $0.001 per share governed by the terms of a warrant agreement to be on terms and conditions substantially in the form of the Creditor Warrant Agreement, dated as of the date hereof, between the Corporation and American Stock Transfer Company, as Warrant Agent, and to be entered into by and between the Corporation and a warrant agent, as such warrant agreement may be amended from time to time. A Warrant holder who cannot establish to the satisfaction of the Board of Directors that it is a United States Citizen shall not be permitted to exercise its Warrants to the extent the receipt of the shares upon exercise would cause the percentage of Voting Securities Owned or Controlled by Non-Citizens to exceed on a percentage basis the Permitted Percentage.

Restriction on Ownership by Non-Citizens: Consistent with the requirements of the Federal Aviation Laws, Persons who are Non-Citizens shall not be entitled, individually or in the aggregate, to Own or Control more than the Permitted Percentage of Securities, and to enable the Corporation to comply with any requirement under the Federal Aviation Laws that the Corporation be, and submit any proof that the Corporation is, a United States Citizen, the Corporation shall have the power to take the actions prescribed in this Article FOURTH, to establish such other procedures to monitor the citizenship of any Persons who Own or Control Securities, and to take any actions deemed necessary or desirable to ensure that the total number of Securities that may be Owned or Controlled by Non-Citizens does not exceed, on a percentage basis, the Permitted Percentage. The Board of Directors of the Corporation (or any duly authorized committee thereof) is specifically authorized to make all determinations as to whether any Securities are Owned or Controlled by Non-Citizens, and any such determinations by the Board of Directors of the Corporation (or any duly authorized committee thereof) shall be conclusive and binding as between the Corporation and any stockholder.

4.1     Stock Certificates. Each certificate, notice, or other representative document for Securities (including each such certificate, notice or representative document for Securities issued upon any permitted transfer of Securities) shall contain a legend in substantially the following form:

“The [type of Securities] represented by this [certificate/notice/representative document] are subject to voting restrictions with respect to [shares] held by persons or entities that fail to qualify as “citizens of the United States” as the term is defined in Section 40102(a)(15) of Title 49 of the United States Code. Such voting restrictions are contained in the First Amended and Restated Certificate of Incorporation of the Corporation, as the same may be amended or restated from time to time. A complete and correct copy of the First Amended and Restated Certificate of Incorporation shall be furnished free of charge to the holder of such shares of [type of Securities] upon written request to the Secretary of the Corporation.”

4.2     Foreign Stock Record.

(a)    The Corporation or any transfer agent designated by it shall maintain a separate stock record for purposes of registering Securities Owned or Controlled by Non-Citizens (the “Foreign Stock Record”). The Foreign Stock Record shall include (i) the name and nationality of each such Non-Citizen, (ii) the number of shares of Securities Owned or Controlled by such Non-Citizen, and (iii) the date of registration of such securities in the Foreign Stock Record.

(b)    The Corporation shall register in the Foreign Stock Record shares of Securities that the Corporation determines are Owned or Controlled by one or more Non-Citizens. Such securities shall be registered in the Foreign Stock Record in chronological order based upon the date and time of such determination by the Corporation. The Corporation may rely on certifications or other evidence that, in the Corporation’s sole discretion, it deems appropriate in determining the citizenship status of any Person.

3

4.3     Confirmation of Citizenship.

(a)    The Corporation may from time to time require the holder of record of any Securities, any Person who the Corporation has reasonable belief Owns or Controls such Securities, or any transferee of any Securities, to certify in such manner as the Corporation shall deem appropriate that: (i) all Securities Owned or Controlled by such Person are Owned and Controlled only by United States Citizens; or (ii) the number and class or series of Non-Citizen Owned Securities Owned or Controlled by such Person are as set forth in such certificate. The Corporation may require any Person certifying as to the ownership or control of Securities in response to this Section 4.3(a) to provide such further information and evidence that the Corporation, in its sole discretion, determines is reasonably necessary for the purpose of confirming the citizenship of such Person.

(b)     If any Person fails to provide such certificate or other information within the time required by the Corporation, the Corporation may determine that all such Securities are Non-Citizen Owned Securities and shall be entitled, but not obligated, to register those Securities in the Foreign Stock Record.

(c)    In determining the citizenship of any Person who Owns or Controls Securities, the Corporation may rely on the Corporation’s stock transfer records and the certification and other information provided by any Person shown as the record owner or any Person who the Corporation has reasonable belief Owns or Control such Securities and any information otherwise available to the Corporation.

4.4     Suspension of Voting Rights.

(a)    If, at any time, the shares of Non-Citizen Owned Securities exceed the Permitted Percentage, the voting rights of shares of Non-Citizen Owned Securities shall be immediately automatically suspended, in the reverse chronological order of the dates and times of transfer of such shares until the voting rights of the number of shares of Non-Citizen Owned Securities that continues to have voting rights is less than or equal to the Permitted Percentage. In no event shall the total number of votes cast by holders of Non-Citizen Owned Securities exceed, on a percentage basis, the Permitted Percentage. The particular shares of Securities that shall have their voting rights suspended pursuant to this Section 4.4 are referred to as the “Excess Shares”.

(b)    If, while the voting rights of any Excess Shares are suspended, the Corporation determines that the number of shares of Non-Citizen Owned Securities is less than the Permitted Percentage, full voting rights shall automatically be reinstated for Excess Shares, in the reverse order in which the voting rights thereof were suspended under Section 4.4(a), until the maximum number of shares of Non-Citizen Owned Securities is less than or equal to the Permitted Percentage. Voting rights for any Excess Shares also shall automatically be reinstated if such shares are transferred to a Person that is a United States Citizen prior to such shares being redeemed by the Corporation pursuant to Section 4.5.

4.5     Redemption of Excess Shares.

(a)    The Corporation, by action of the Board of Directors, shall have the power to redeem the Excess Shares.

(b)    The terms and conditions of redemptions by the Corporation of Excess Shares shall be as follows:

(i)    the per share redemption price (the “Redemption Price”) for each Excess Share shall be paid by the issuance of one Warrant for each Excess Share; provided, however, that if the Corporation determines that a Warrant would be treated as a voting interest under the Federal Aviation

4

Laws, then the Redemption Price shall be paid, as determined by the Board of Directors (or any duly authorized committee thereof) in its sole discretion, (A) in cash (by wire transfer or bank or cashier’s check), (B) by issuance of Redemption Notes, or (C) by any combination of cash and Redemption Notes;

(ii)    with respect to the portion of the Redemption Price being paid in whole or in part by cash and/or by the issuance of Redemption Notes, such portion of the Redemption Price shall be the sum of (A) the fair market value of such Excess Shares as of the date of redemption of such Excess Shares plus (B) an amount equal to the amount of any dividend or any other distribution (upon liquidation or otherwise) declared but not paid in respect of such Excess Shares prior to the date on which such Excess Shares are called for redemption;

(iii)    written notice of the date on which the Excess Shares shall be redeemed (the “Redemption Date”), together with a letter of transmittal to accompany certificates representing the Excess Shares that are surrendered for redemption, shall be given either by hand delivery, by overnight courier service, or by first-class mail, postage prepaid, to each holder of record of the Excess Shares to be redeemed, at such holder’s last known address as the same appears on the stock register of the Corporation (the “Redemption Notice”), unless such notice is waived in writing by any such holders;

(iv)    the Redemption Date (for purposes of determining right, title, and interest in and to the Excess Shares to be redeemed) shall be the later of (A) the date specified in the Redemption Notice sent to the record holder of the Excess Shares (which shall not be earlier than the date of such notice), and (B) in the case of payment of the Redemption Price by Warrants or Redemption Notes, the date on which the Corporation shall have issued the Warrants or the Redemption Notes for the benefit of such record holder, or, in the case of payment of the Redemption Price by cash only, the date on which the Corporation shall have irrevocably deposited in trust or set aside for the benefit of such record holder a sum sufficient to pay the Redemption Price, or, in the case of payment of the Redemption Price by a combination of cash and Redemption Notes, the date on which the Corporation shall have issued the Redemption Notes for the benefit of such record holder and irrevocably deposited in trust or set aside for the benefit of such record holder a sum sufficient to pay the cash portion of the Redemption Price;

(v)    each Redemption Notice to each holder of record of the Excess Shares to be redeemed shall specify (A) the Redemption Date, (B) the number and the class or series of shares of capital stock to be redeemed from such holder as Excess Shares and the certificate number(s) representing such Excess Shares, (C) the Redemption Price and the manner of payment thereof, (D) the place where certificates for such Excess Shares are to be surrendered for cancellation against the simultaneous payment of the Redemption Price, (E) any instructions as to the endorsement or assignment for transfer of such certificates and the completion of the accompanying letter of transmittal, and (F) the fact that all right, title, and interest in respect of the Excess Shares to be redeemed (including, without limitation, voting, dividend, and distribution rights) shall cease and terminate on the Redemption Date, except for the right to receive the Redemption Price, without interest;

(vi)    in the case of the Redemption Price paid in whole by cash, if a Redemption Notice has been duly sent to the record holders of the Excess Shares to be redeemed and the Corporation has irrevocably deposited or set aside cash consideration sufficient to pay the Redemption Price to such record holders of such Excess Shares, then dividends shall cease to accrue on all such Excess Shares to be redeemed, all such Excess Shares shall no longer be deemed outstanding and all right, title, and interest in respect of such Excess Shares shall forthwith cease and terminate, except only the right of the record holders to receive the Redemption Price, without interest;

(vii)    without limiting Section 4.5(b)(vi) above, on and after the Redemption Date, all right, title, and interest in respect of the Excess Shares to be redeemed by the Corporation (including, without limitation, voting and dividend and distribution rights) shall forthwith cease and terminate, such Excess Shares shall no longer be deemed to be outstanding shares for the purpose of voting or determining the total number of shares entitled to vote on any matter properly brought before the stockholders for a vote thereon (and may be either retired or held by the Corporation as treasury stock), and the holders of record of such Excess Shares shall thereafter be entitled only to receive the Redemption Price, without interest; and

5

(viii)    upon surrender of certificates for any Excess Shares so redeemed in accordance with the requirements of the Redemption Notice and the accompanying letter of transmittal (and otherwise in proper form for transfer as specified in the Redemption Notice), the holder of record of such Excess Shares shall be entitled to payment of the Redemption Price. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate (or certificates) shall be issued representing the shares not redeemed, without cost to the holder of record.

(c)    Nothing in this Section 4.5 shall prevent the recipient of a Redemption Notice from transferring its shares before the Redemption Date if such transfer is otherwise permitted herein and the recipient provides notice of such proposed transfer to the Board of Directors along with documentation and information required under Section 4.3(a) establishing that such proposed transferee is a United States Citizen to the satisfaction of the Board of Directors in its sole discretion before the Redemption Date. If such conditions are met, the Board of Directors shall withdraw the Redemption Notice related to such shares, but otherwise the redemption thereof shall proceed on the Redemption Date in accordance with this Section 4.5 and the Redemption Notice.

5.     Preemptive Rights.

5.1     The Corporation grants to each stockholder that, collectively with its Affiliates (as defined in Article TWELFTH), beneficially owns more than 5% of the outstanding shares of Common Stock as of the close of business on the date determined by the Board, which date shall not be more than ten (10) Business Days prior to the date the Issuance Notice (as defined below) is delivered (the “Record Date” and each such stockholder, a “Preemptive Rightsholder”), the right to purchase its pro rata portion (based upon the number of shares of Common Stock held by such stockholder as of the close of business on the Record Date as a percentage of the total number of shares of Common Stock outstanding as of the close of business on the Record Date) of all or any part of New Equity Securities (as defined below) that the Corporation or any of its subsidiaries proposes to sell or issue as set forth in the applicable Issuance Notice from time to time after the date hereof until the earlier of (i) the date the Common Stock is listed on a national securities exchange in the United States (a “Listing”) or (ii) the consummation of the first public offering and sale of Common Stock (other than on Forms S-4 or S-8 or their equivalent), pursuant to an effective registration statement under the Securities Act of 1933, as amended from time to time (an “IPO”). The number or amount of New Equity Securities that the Preemptive Rightsholders may purchase pursuant to this Section 5.1 shall be referred to as the “Equity Purchase Securities”. The equity purchase right provided in this Section 5.1 shall apply at the time of issuance of any right, warrant, or option or convertible or exchangeable security and not to the conversion, exchange or exercise thereof.

5.2     The Corporation shall give written notice of a proposed issuance or sale described in Section 5.1 (the “Issuance Notice”) to the Preemptive Rightsholders at least ten (10) Business Days prior to the proposed issuance or sale. The Issuance Notice shall set forth the material terms and conditions of such proposed transaction, including the proposed manner of sale, the number or amount and description of the New Equity Securities proposed to be issued, the proposed issuance date, the proposed purchase price per share, including a reasonable description of any non-cash consideration, and, if known, the name and address of the person to whom the New Equity Securities are proposed to be issued.

5.3     At any time during the ten (10) Business Days following the receipt of an Issuance Notice, each Preemptive Rightsholder shall have the right to elect irrevocably (except as provided in the proviso to this sentence) to purchase its pro rata portion of the number of Equity Purchase Securities, at the purchase price set forth in the Issuance Notice and upon the other terms and conditions specified in the Issuance Notice, by delivering a written notice to the Corporation (except that, if non-cash consideration is to be delivered, a Preemptive Rightsholder shall pay the cash equivalent thereof (as reasonably determined by the Board)); provided, that no Preemptive Rightsholder shall be obligated (or permitted without the Corporation’s consent) to acquire any Equity Purchase Securities unless the required regulatory approvals with respect to such acquisition have been obtained. Except as

6

provided in the following sentence, such purchase shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. The closing of any purchase by any Preemptive Rightsholder may be extended beyond the closing of the transaction described in the Issuance Notice to the extent necessary to (i) obtain required approvals of governmental authorities and other required approvals which such Preemptive Rightsholder shall be diligently pursuing in good faith (and the Corporation shall use its commercially reasonable efforts to obtain any approvals required to be obtained by it) and (ii) permit the Preemptive Rightsholder to complete its internal capital call process following receipt of the Issuance Notice; provided that such extension shall not exceed beyond the date that is thirty (30) days after the date the related Issuance Notice was given unless otherwise extended by the Board. Notwithstanding anything to the contrary contained herein, in the event that the closing of any purchase by any Preemptive Rightsholder is extended pursuant to this Section 5.3, such extension shall not preclude the consummation of the issuance or sale described in the Issuance Notice from occurring prior to the closing of such purchase by such Preemptive Rightsholder.

5.4     To the extent that any Preemptive Rightsholder fails to exercise fully its right to purchase its pro rata portion of all or any part of New Equity Securities within the periods described above, the Corporation (or its applicable subsidiary) shall be free to complete the proposed issuance or sale of the New Equity Securities described in the Issuance Notice (including by selling such New Equity Securities to Preemptive Rightsholders that exercised their preemptive rights hereunder pursuant to the terms provided herein) with respect to which Preemptive Rightsholders failed to exercise the right set forth in this Section 5 on terms no less favorable to the Corporation than those set forth in the Issuance Notice (except that the number of securities to be issued or sold may be reduced); provided that (i) such issuance or sale is closed within ninety (90) days after the date the related Issuance Notice was given, and (ii) the price at which the New Equity Securities are transferred must be equal to or higher than the purchase price described in the Issuance Notice. In the event that the Corporation (or its applicable subsidiary) has not sold such New Equity Securities within such 90-day period, the Corporation (or its applicable subsidiary) shall not thereafter issue or sell any New Equity Securities without first again offering such securities to the Stockholders entitled to preemptive rights in the manner provided in this Section 5.

5.5     The rights and obligations set forth in this Section 5 shall automatically terminate upon, and shall cease to have any force or effect following, the earlier of a Listing and an IPO.

5.6     Notwithstanding anything to the contrary contained herein, the Corporation and its subsidiaries may issue or sell to any purchaser (the “Accelerated Buyer”) New Equity Securities without first complying with the provisions of this Section 5 if the Board in good faith determines that it is in the best interests of the Corporation or its subsidiaries (as applicable) to issue or sell New Equity Securities without having first complied with such provisions; provided, that (i) in connection with such issuance or sale, the Corporation gives reasonably prompt notice to the Preemptive Rightsholders of such issuance or sale (after such issuance or sale has occurred), which notice shall describe in reasonable detail (A) the material terms and conditions of the issuance or sale of the New Equity Securities to the Accelerated Buyer, including the number or amount and description of the New Equity Securities issued, the issuance date, and the purchase price per share, and (B) the Preemptive Rightsholders’ rights pursuant to clause (ii) below, and (ii) during the ten (10) Business Days following the receipt of such notice, the Preemptive Rightsholders shall have the right to elect to exercise their respective rights under this Section 5 with respect to the purchase of their pro rata portion of the New Equity Securities issued to the Accelerated Buyer in accordance with the following sentence. If any Preemptive Rightsholder elects to exercise fully its right to purchase its pro rata portion of all or any part of New Equity Securities under this Section 5.6, it shall deliver notice to the Corporation of such election, whereupon the Corporation shall give effect to such exercise either by requiring the Accelerated Buyer to sell down a portion of its investment, by issuing additional New Equity Securities or a combination of the foregoing so long as such action effectively provides such Preemptive Rightsholder with the same opportunity to maintain its ownership percentage of the total number of shares of Common Stock outstanding following the issuance or sale to such Preemptive Rightsholder it would have received had this Section 5.6 not been utilized.

7

5.7     For purposes of this Section 5:

“beneficially own” has the meaning ascribed to such term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended from time to time.

“Business Day” means any day other than a Saturday, Sunday or day on which commercial banks in the State of Delaware are authorized or required by law to close for business.

“New Equity Securities” means any and all (a) shares of Common Stock, (b) equity securities of any subsidiary of the Corporation, (c) securities exchangeable into, or convertible or exercisable for, shares of securities of the type specified in clause (a) and (b) and (d) options, warrants or other rights to acquire shares of securities of the type specified in clause (a) and (b), in each case other than as issued (i) to employees, officers, directors or consultants pursuant to any equity-based compensation or incentive plans approved by the Board, and securities issued upon exercise or conversion of such options, warrants, convertible securities or other rights, (ii) in connection with a stock split, payment of dividends or any similar recapitalization, reclassification, distribution, exchange or readjustment of shares approved by the Board pursuant to which all holders of each class of Securities (as defined in Article FOURTH) are treated equivalently, (iii) in connection with any business combination, consolidation, merger or acquisition transaction or joint venture involving the Corporation or any of its subsidiaries, in each case approved by the Board, (iv) as a bona fide equity kicker to one or more persons to whom the Corporation or any of its subsidiaries is becoming indebted in connection with the incurrence of such indebtedness approved by the Board so long as none of such persons are Affiliated with the Corporation and such indebtedness is on arms’ length terms (including with respect to market pricing), (v) to the Corporation or a direct or indirect wholly-owned subsidiary of the Corporation, and (vi) in connection with the closing of an IPO.

B. Preferred Stock

The Preferred Stock may be issued from time to time and in one or more series. The Board of Directors of the Corporation is authorized to determine or alter the powers, preferences and rights, and the qualifications, limitations and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock, and within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series of Preferred Stock, to increase or decrease (but not below the number of shares of any such series of Preferred Stock then outstanding) the number of shares of any such series of Preferred Stock, and to fix the number of shares of any series of Preferred Stock (any certificate of designation adopted by the Board of Directors designating the designations, powers, preferences and rights, and qualifications, limitations, or restrictions, of shares of Preferred Stock and filed pursuant to the applicable law of the State of Delaware, a “Preferred Stock Designation”). In the event that the number of shares of any series of Preferred Stock shall be so decreased, the shares constituting such decrease shall resume the status which such shares had prior to the adoption of the resolution originally fixing the number of shares of such series of Preferred Stock subject to the requirements of applicable law. Except as otherwise required by law, holders of a series of Preferred Stock, as such, shall be entitled only to such voting rights, if any, as shall be expressly granted thereto by this First Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation). Except as may be provided in this First Amended and Restated Certificate of Incorporation or in any Preferred Stock Designation, holders of Preferred Stock shall not be entitled to receive notice of any meeting of stockholders at which they are not entitled to vote. The terms, including voting rights, of any issuance of shares of Preferred Stock pursuant hereto shall appropriately take into account the limitations on ownership of capital stock by non-U.S. citizens such that, following such issuance, the Company continues to be a citizen within the meaning of the Federal Aviation Laws.

C. Section 1123

To the extent prohibited by Section 1123 of Title 11 of the United States Bankruptcy Code (as amended, the “Bankruptcy Code”), the Corporation shall not issue any class or series of nonvoting equity securities as in effect on the date of filing of this First Amended and Restated Certificate of Incorporation with the Secretary of State of the state of Delaware; provided, however, that the foregoing (a) will have such force and effect only for so long as Section 1123 of the Bankruptcy Code is in effect and applicable to the Corporation; (b) will have no further force

8

and effect beyond that required under Section 1123 of the Bankruptcy Code; and (c) may be amended or eliminated in accordance with applicable law as from time to time in effect. For the purposes of this section, any class or series of equity securities that has only such voting rights as are mandated by the DGCL shall be deemed to be nonvoting for purposes of the restrictions of this section. For avoidance of doubt, any warrants to acquire equity issued by the Company shall not be considered to be nonvoting equity securities within the meaning of the Bankruptcy Code.

FIFTH: The Board shall consist of such number of persons as shall be designated in the Corporation’s by-laws. No decrease in the number of directors shall shorten the term of any incumbent director.

SIXTH: Meetings of stockholders may be held within or without the State of Delaware, as the by-laws of the Corporation may provide. The books of the Corporation may be kept (subject to any provisions contained in applicable statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the by-laws of the Corporation. Election of directors need not be by written ballot unless the by-laws of the Corporation so provide.

SEVENTH: Except as otherwise provided in this First Amended and Restated Certificate of Incorporation, in furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter and repeal the by-laws of the Corporation, subject to the power of the stockholders of the Corporation to alter or repeal any by-law whether adopted by them or otherwise.

EIGHTH:

8.1     Right to Indemnity. Except as otherwise provided in the Third Amended Joint Plan of Reorganization (the “Plan”) filed by PHI, Inc. and certain of its subsidiaries under chapter 11 of the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”), which Plan was approved by the Bankruptcy Court on August 2, 2019, each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise (hereinafter, a “proceeding”), by reason of the fact that such person, or a person of whom such person is the legal representative, is or was the sole incorporator of the Corporation, is or was or has agreed to become a director or officer of the Corporation, or while a director or officer of the Corporation is or was serving or has agreed to serve at the request of the Corporation in any capacity, including as a director, officer, employee, fiduciary or agent, of another corporation or of a partnership, joint venture, trust or other enterprise, including, without limitation, service with respect to employee benefit plans maintained or sponsored by the Corporation or any of its subsidiaries (an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by the Corporation to the fullest extent which it is empowered to do so by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the fullest extent permitted by law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted under such law prior to such amendment) against all cost, expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred by such Indemnitee in connection with a proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such person’s conduct was unlawful. The termination of any claim, action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful. Such indemnification shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder, and such indemnification shall inure to the benefit of such person’s heirs, executors and administrators. Notwithstanding the foregoing, except as provided in Section 8.3 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any Indemnitee seeking indemnification in connection with a proceeding initiated by such person only if such proceeding (or part thereof) was authorized by the Board.

9

8.2      Advancement of Expenses. To the fullest extent to which it is permitted to do so by the DGCL or other applicable law, the Corporation shall, in advance of the final disposition of the matter, pay the expenses and costs (including attorneys’ fees) actually and reasonably incurred by any Indemnitee in defending or otherwise participating in any proceeding and any appeal therefrom for which such person may be entitled to such indemnification under this Article EIGHTH or otherwise; provided, however, if required by the DGCL, such payment of expenses and costs in advance of the final disposition of the proceeding shall be made only upon receipt by the Corporation of a written undertaking by or on behalf of such Indemnitee to repay all amounts advanced if it should be ultimately determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expenses under this Article EIGHTH or otherwise. Expenses incurred by other employees, fiduciaries and agents who are considered Indemnitees hereunder may be so paid upon such terms and conditions, if any, as the Board deems appropriate.

8.3     Procedures for Indemnification of Directors and Officers. Any indemnification or advancement of expenses under this Article EIGHTH shall be made promptly, and in any event within thirty (30) days, upon the written request of the Indemnitee, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days. If a determination by the Corporation that the Indemnitee is entitled to indemnification pursuant to this Article EIGHTH is required, and the Corporation fails to respond within sixty (60) days to a written request for indemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty (30) days (or twenty (20) days in the case of a claim for advancement of expenses), the right to indemnification or advancement of expenses as granted by this Article EIGHTH shall be enforceable by the Indemnitee in any court of competent jurisdiction. Such Indemnitee’s costs and expenses incurred in connection with successfully establishing the right to indemnification, in whole or in part, in any such action or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the Corporation) that the Indemnitee has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the Indemnitee for the amount claimed, but the burden of such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL nor an actual determination by the Corporation (including its Board, independent legal counsel, or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article EIGHTH or otherwise, shall be on the Corporation.

8.4     Requested Services. Without limiting the meaning of the phrase “serving at the request of the Corporation” as used herein, any person serving as a director, officer or equivalent executive of (a) another corporation of which a majority of the shares entitled to vote in the election of its directors is owned, directly or indirectly, by the Corporation, or (b) any employee benefit plan maintained or sponsored by the Corporation or any corporation referred to in clause (a), shall be deemed to be doing so at the request of the Corporation for purposes of Section 8.1.

8.5     Contract Rights. The provisions of this Article EIGHTH shall be deemed to be a contract right between the Corporation and each Indemnitee and such rights shall continue as to an Indemnitee who has ceased to be a director, officer, employee, fiduciary or agent, or if the relevant provisions of the DGCL or other applicable law cease to be in effect. Such contract right shall vest for each Indemnitee who is a director, officer, employee, fiduciary or agent at the time such person is elected or appointed to such position, and no repeal or modification of this Article EIGHTH or any such law shall affect any such vested rights or obligations then existing with respect to any state of facts or proceeding arising after such election or appointment and prior to such repeal or modification.

10

8.6     Insurance. The Corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary or agent of the Corporation or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the DGCL or this Article EIGHTH.

8.7     Employees and Agents. Except as otherwise provided in the Plan, Persons (as defined in Article TWELFTH) who are not covered by the foregoing provisions of this Article EIGHTH and who are or were employees, fiduciaries or agents of the Corporation, or who are or were serving at the request of the Corporation as employees, fiduciaries or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the Board to the fullest extent of this Article EIGHTH.

8.8     Merger or Consolidation. For purposes of this Article EIGHTH, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including, without limitation, any constituent of a constituent) absorbed in a consolidation or merged in a merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director or officer of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article EIGHTH with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

8.9     Non-Exclusivity of Rights. The rights to indemnification and the advancement of expenses and costs conferred under this Article EIGHTH shall not be exclusive of any other rights to which those seeking indemnification or advancement of expenses and costs may be entitled under any applicable law, provision of this First Amended and Restated Certificate of Incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors or officers respecting indemnification and advances, to the fullest extent not prohibited by the DGCL or by any other applicable law.

8.10    Amendments. No amendment, repeal or modification of, and no adoption of any provision inconsistent with, any provision of this Article EIGHTH shall adversely affect any right or protection of a director or officer of the Corporation existing by virtue of this Article EIGHTH at the time of such amendment, repeal, modification or adoption, and any such amendment, repeal, modification or adoption that adversely affects any right or protection of a director or officer of the Corporation existing by virtue of this Article EIGHTH shall be void ab initio.

8.11    Jointly Indemnifiable Claims. Given that certain jointly indemnifiable claims (as defined below) may arise due to the service of the Indemnitee as a director and/or officer of the Corporation at the request of the indemnitee-related entities (as defined below), the Corporation shall be fully and primarily responsible for the payment to the Indemnitee in respect of indemnification or advancement of expenses in connection with any such jointly indemnifiable claims, pursuant to and in accordance with the terms of this Article EIGHTH, irrespective of any right of recovery the Indemnitee may have from the indemnitee-related entities. Under no circumstance shall the Corporation be entitled to any right of subrogation against or contribution by the indemnitee-related entities and no right of advancement, indemnification or recovery the Indemnitee may have from the indemnitee-related entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Corporation under this Article EIGHTH. In the event that any of the indemnitee-related entities shall make any payment to the Indemnitee in

11

respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the indemnitee-related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee against the Corporation, and the Indemnitee shall execute all documents and instruments reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents and instruments as may be necessary to enable the indemnitee-related entities effectively to bring suit to enforce such rights. Each of the indemnitee-related entities shall be third-party beneficiaries with respect to this Section 8.11 and entitled to enforce this Section 8.11.

The term “indemnitee-related entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Corporation or any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise for which the Indemnitee has agreed, on behalf of the Corporation or at the Corporation’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described herein) from whom an Indemnitee may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Corporation may also have an indemnification or advancement obligation.

The term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which the Indemnitee shall be entitled to indemnification or advancement of expenses from both the indemnitee-related entities and the Corporation pursuant to applicable law, any agreement, certificate of incorporation, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Corporation or the indemnitee-related entities, as applicable.

8.12    Limited Liability of Directors. To the fullest extent permitted by the DGCL, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If in the future the DGCL is amended or modified (including with respect to Section 102(b)(7)) to permit it the further limitation or elimination of the personal liability of a director of the Corporation to a greater extent than contemplated above, then the provisions of this Article EIGHTH shall be deemed to provide for the elimination of the personal liability of the directors of the Corporation to such greater extent). This Article EIGHTH shall not eliminate or limit the liability of a director for any act or omission occurring prior to the date when this Article EIGHTH becomes effective. Any repeal or amendment or modification of this Article EIGHTH, or the adoption of any provision of this First Amended and Restated Certificate of Incorporation inconsistent with this Article EIGHTH, will, to the extent permitted by applicable law, be prospective only (except to the extent such amendment or change in applicable law permits the Corporation to provide a broader limitation on a retroactive basis than permitted prior thereto), and will not adversely affect any limitation on the personal liability of any director of the Corporation at the time of such repeal or amendment or modification or adoption of such inconsistent provision.

NINTH: The Corporation and its subsidiaries hold or may hold one or more contracts awarded to it by U.S. governmental entities and subject to certain U.S. laws and regulations promulgated for the purpose of preserving and ensuring the national security or interests of the U.S. government, and the Board and stockholders deem the retention of these contracts and business opportunities to be of material importance to the Corporation. As long as the Corporation and/or its subsidiaries hold, or the Board deems it desirable for the Corporation or its subsidiaries to pursue and hold, such business opportunities and contracts, it shall be the Corporation’s policy that its Board, stockholders, and officers shall fully comply with and take all actions necessary to ensure compliance with all such applicable laws and regulations, including all requirements regarding ensuring directors, officers, and key management personnel are resident U.S. citizens and hold or are eligible to hold security clearances if necessary.

TENTH: The Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this First Amended and Restated Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed herein or by applicable law. All rights, preferences and privileges of whatsoever nature conferred upon stockholders by and pursuant to this First Amended and Restated Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article TENTH.

12

Notwithstanding any other provision of this First Amended and Restated Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote, but in addition to any vote required by law and any affirmative vote of the holders of any series of Preferred Stock required by law, by this First Amended and Restated Certificate of Incorporation or by any Preferred Stock Designation providing for any such Preferred Stock, the affirmative vote of the holders of at least two-thirds of the total voting power of all the shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, alter, change or repeal, or adopt any provision inconsistent with Article SEVENTH or this Article TENTH. Except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this First Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this First Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation (as defined below)) or pursuant to the DGCL, provided that such amendment does not alter or change the designations, powers, preferences or rights of the shares of Common Stock so as to affect them adversely.

ELEVENTH: This First Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors and stockholders in accordance with Sections 242 and 245 of the DGCL.

TWELFTH:

12.1    Definitions. For purposes of this Article TWELFTH, the following terms shall have the meanings specified below:

“Affiliate” when used with reference to another Person means any Person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, such other Person. In addition, Affiliates of a stockholder shall include all its partners, officers, employees and former partners in their capacities as such.

“Competitor” means any Person directly engaged in the business of the Corporation (it being understood that any Person that is an equity owner or other investor in such a Person shall not be considered a Competitor for purposes herein solely because of such equity interest or investment).

“Exchange Act” means the Securities Exchange Act of 1934, as amended and any successor statute and the rules and regulations of the SEC thereunder, in each case as in effect from time to time.

“Person(s)” means any individual, corporation, partnership, trust or other entity of any nature whatsoever.

“SEC” means the Securities and Exchange Commission.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (b) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control any managing member, general partner or analogous controlling Person of such limited liability company, partnership, association or other business entity. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Corporation.

13

12.2    Information Rights.

(a)    At any time when the Corporation is not obligated to file reports under Section 13 or 15(d) of the Exchange Act and does not file reports required by Section 13 or 15(d) of the Exchange Act as a voluntary filer, each holder of (x) Securities (as defined in Article FOURTH) or (y) warrants issued pursuant to that certain Creditor Warrant Agreement, dated as of September 4, 2019, by and between the Corporation and American Stock Transfer & Trust Company, LLC (the “Warrants”), in each case other than any such holder that is a Competitor, shall have the right to receive the following information, and each such holder may share and discuss such information with its Affiliates, directors, officers, partners, managers, stockholders, employees, investors and advisors as well as any bona fide prospective purchaser of Securities or Warrants that (x) is not a Competitor and (y) has entered into, and delivered to the Corporation, a confidentiality agreement regarding the treatment of such information reasonably acceptable to the Corporation:

(i)    as soon as available and, in any event within (i) one-hundred and fifty (150) days of the end of each fiscal year or (ii) such period as required under the Corporation’s then existing financing agreements, audited annual financial statements of the Corporation (including the consolidated balance sheets of the Corporation and its subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows of the Corporation and its subsidiaries for such fiscal year) together with a copy of management’s discussion and analysis with respect to such financial statement and a signed audit letter from the Corporation’s auditor; provided, however, that a copy of management’s discussion and analysis with respect to such financial statement shall only be required to be furnished to the extent it is required under the Corporation’s then existing financing agreements; and

(ii)    as soon as available and, in any event within sixty (60) days after the end of each of the first three quarters of each such fiscal year, quarterly financial statements of the Corporation (including the consolidated balance sheets of the Corporation and its subsidiaries as at the end of such quarter and the related consolidated statements of income, stockholders’ equity and cash flows of the Corporation and its subsidiaries for such quarter) together with a copy of management’s discussion and analysis with respect to such financial statement; provided, however, that (i) a copy of management’s discussion and analysis with respect to such financial statement shall only be required to be furnished to the extent it is required under the Corporation’s then existing financing agreements and (ii) for the first two (2) quarterly periods after the date hereof, the time periods set forth in this Section 12.2(a) for delivery of any financial statements may be reasonably extended by the Board in its discretion for a period of up to thirty (30) days.

(b)    In addition to the foregoing, the Corporation shall, upon written request, provide to holders of Securities and Warrants all information required in order to sell Securities or Warrants in accordance with Rule 144A under the Securities Act of 1933, as amended.

THIRTEENTH: Unless the Common Stock is listed on a national securities exchange in the United States, whether in connection with an initial public offering of the Common Stock or otherwise (“Publicly Listed”) any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. At any time when the Common Stock is Publicly Listed, any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by all the holders of outstanding stock of the Corporation entitled to vote thereon.

14

FOURTEENTH: The Corporation expressly elects not to be governed by Section 203 of the DGCL.

FIFTEENTH: Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or Corporation’s stockholders, (c) any action asserting a claim against the Corporation, its directors or employees arising pursuant to any provision of the DGCL or this First Amended and Restated Certificate of Incorporation or the by-Laws of the Corporation, or (d) any action asserting a claim against the Corporation, its directors or employees governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware, (or, if the Court of Chancery lacks subject matter jurisdiction, another state or federal court located within the state of Delaware). Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article FIFTEENTH.

SIXTEENTH:

16.1    Corporate Opportunity. In the event that a director of the Corporation who is also a partner or employee (or other affiliate) of an entity that is a holder of equity securities of the Corporation and that is in the business of investing and reinvesting in other entities (each, a “Fund”), acquires knowledge of a potential transaction, matter or opportunity that may be a corporate opportunity for both the Corporation and such Fund, such director shall to the fullest extent permitted by law have fully satisfied and fulfilled such director’s fiduciary duty to the Corporation and its stockholders with respect to such corporate opportunity, and the Corporation to the fullest extent permitted by law waives any claim that such business opportunity constituted a corporate opportunity that should have been presented to the Corporation or any of its affiliates, if such director acts in good faith in a manner consistent with the following policy: a corporate opportunity offered to any person who is a director of the Corporation, and who is also a partner or employee (or other affiliate) of a Fund shall belong to such Fund, unless such opportunity was expressly offered to such person solely in his or her capacity as a director of the Corporation.

16.2    Consent to Corporate Opportunity Policy. Any person or entity purchasing or otherwise acquiring or obtaining any interest in any capital stock of the Corporation shall be deemed to have notice and to have consented to the provisions of this Article SIXTEENTH.

16.3    Effect of Alterations. Neither the alteration, amendment, termination, expiration or repeal of this Article SIXTEENTH nor the adoption of any provision inconsistent with this Article SIXTEENTH shall eliminate or reduce the effect of this Article SIXTEENTH in respect of any matter occurring, or any cause of action that, but for this Article SIXTEENTH, would accrue or arise, prior to such alteration, amendment, termination, expiration.

SEVENTEENTH: If any provision or provisions of this First Amended and Restated Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever, then, to the fullest extent permitted by applicable law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this First Amended and Restated Certificate of Incorporation (including, without limitation, each portion of any paragraph of this First Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby.

15

EX-3.2

Exhibit 3.2

BY-LAWS

of

PHI GROUP, INC.

SECTION 1. OFFICES

1.1. Principal Office. The principal office of the Corporation shall be located at 2001 S.E. Evangeline Thruway, Lafayette, Louisiana 70508 or in such place within or without the State of Delaware as the Board of Directors may determine from time to time.

1.2. Additional Offices. The Corporation may have such offices at such other places as the Corporation’s Board of Directors (the “Board” or “Board of Directors”) may from time to time determine or the business of the Corporation may require.

SECTION 2. STOCKHOLDERS MEETINGS

2.1. Place of Meetings. Unless otherwise required by law or these By-laws, all meetings of the stockholders shall be held at the principal office of the Corporation or at such other place, within or without the State of Delaware, as may be designated by the Board.

2.2. Annual Meetings. An annual meeting of the stockholders shall be held at such date at such time as may be specified by the Board in the call of the meeting, for the purpose of electing directors and for the transaction of such other business as may be properly brought before the meeting. If no annual stockholders’ meeting is held for a period of thirteen months, and directors are not elected by written consent in lieu of an annual meeting during that period, any stockholder may demand that the Secretary of the Corporation call such a meeting to be held in the manner specified under the General Corporation Law of the State of Delaware (as the same exists or may hereafter be amended from time to time, the “DGCL”).

2.3. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, may be called by (i) the Chairman of the Board, (ii) the Board or (iii) the holders of at least 20% of the total voting power of all the shares of the Corporation entitled to vote generally in the election of directors. The Board or the Chairman of the Board shall determine the date, time and place, if any, and/or means of remote communication, of any special meeting, which shall be stated in a notice of meeting delivered by the Board. Except as otherwise required by law or provided in the instrument of designation of any series of preferred stock of the Corporation, special meetings of the stockholders of the Corporation may not be called by any person, group or entity other than those specifically enumerated in this Section 2.3.

2.4. Notice of Meetings.

(a) Except as otherwise provided by law, the authorized person or persons calling a stockholders’ meeting shall cause written notice of (i) the time and place of the meeting, (ii) the means of remote communication (if any) by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and (iii) the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting), in each case to be given to all stockholders entitled to vote at such meeting, at least ten days and not more than sixty days prior to the day fixed for the meeting. Notice of the annual meeting need not state the purpose or purposes thereof, unless action is to be taken at the meeting as to which notice is required by law, the Certificate of Incorporation, or these By-laws. Notice of a special meeting shall state the purpose or purposes thereof, and the business conducted at any special meeting shall be limited to the purpose or purposes stated in the notice.

(b) Whenever notice is required to be given under any provisions of the DGCL, the Certificate of Incorporation or these By-Laws, a written waiver thereof, signed by the stockholder entitled to notice, or a written waiver by electronic transmission by the person or entity entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a stockholder of the Corporation at a meeting of such stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

(c) Whenever notice is required to be given under the DGCL, the Certificate of Incorporation or these By-Laws to any stockholder with whom communication is unlawful, the giving of such notice to such stockholder shall not be required, and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such stockholder. Any action or meeting which shall be taken or held without notice to any such stockholder with whom

communication is unlawful shall have the same force and effect as if such notice had been duly given. Notwithstanding the other provisions of this Section 2.4, no notice of a meeting of the stockholders of the Corporation need be given to any stockholder if (i) (A) an annual report and proxy statement for two consecutive annual meetings of stockholders or (B) all, and at least two, checks and payment of dividends or interest on securities during a twelve-month period, in either case, have been sent by first-class, United States mail, addressed to the stockholder at his or her address as it appears on the share transfer books of the Corporation, and returned undeliverable and (ii) the Corporation does not have either a current facsimile number or, if such stockholder has consented to electronic delivery pursuant to Section 7.2 of these By-Laws, means of electronic transmission for such stockholder. In that event, the obligation of the Corporation to give notice of a stockholders meeting to any such stockholder shall be reinstated once the Corporation has received a new address, facsimile number or means of electronic transmission for such stockholder.

2.5. List of Stockholders. In connection with every meeting of stockholders, a list of stockholders entitled to vote, arranged alphabetically showing the number and class of shares held by each such stockholder on the record date for the meeting, shall be produced for inspection on the request of any stockholder and provided under the DGCL.

2.6. Quorum. Except as otherwise provided by law, at all meetings of stockholders the presence, in person or by proxy, of the holders of a majority of the total voting power shall constitute a quorum to duly organize the meeting. With respect to each matter to be acted upon at any duly organized meeting of stockholders, the presence, in person or by proxy, of the holders of a majority of the total votes entitled to be cast on the matter shall constitute a quorum for action on that matter; provided that this Section 2.6 shall not have the effect of reducing the vote required to approve or affirm any matter that may be established by law, the Certificate of Incorporation or these By-laws. Once a share is represented for any purpose at a meeting of stockholders, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. If a meeting cannot be organized because a quorum has not attended, those present may adjourn the meeting to such time and place as they may determine.

2.7. Voting. Subject to the Certificate of Incorporation, these By-Laws, the DGCL and the rights, if any, of those directors who may be elected by the holders of any class or series of preferred stock of the Corporation as set forth in the instrument of designation of such preferred stock, if a quorum exists, action on a matter, other than the election of directors, by the stockholders will be approved if the votes cast favoring the action exceed the votes cast opposing the action, unless the matter is one upon which, by express provision of law or the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question. Except as otherwise provided by applicable law, each stockholder of the Corporation shall be entitled to that number of votes for each share of capital stock of the Corporation held by such stockholder as set forth in the Certificate of Incorporation or, in the case of preferred stock of the Corporation, in the instrument of designation thereof. Where a separate vote by class or series is required or provided for, when a quorum is present, the affirmative vote of a majority in voting power of the shares of capital stock of the Corporation of such class or series present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of such class or series of stockholders, unless the question is one upon which, by express provisions of applicable law, the Certificate of Incorporation, these By-Laws, the rules or regulations of any stock exchange applicable to the Corporation, or pursuant to any regulation applicable to the Corporation or its securities, or the designation of any series of preferred stock of the Corporation, a different vote is required or provided for, in which case such express provision shall govern and control the decision of such question.

2.8. Voting by Proxy. At any meeting of the stockholders, every stockholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing executed by such stockholder and bearing a date not more than eleven months prior to the meeting, unless the instrument provides for a longer period. The person appointed as proxy need not be a stockholder of the Corporation.

2.9. Execution of Proxies. Any proxy must be executed by a stockholder or the stockholder’s authorized officer, director, manager, employee, agent or attorney-in-fact. Any signature on a proxy may be affixed by any reasonable means, including but not limited to facsimile signature.

2.10. Electronically Transmitted Proxies. A stockholder may authorize another person or persons to act for him as proxy by delivering or authorizing the delivery of any form of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or similar agent duly authorized by the person who will be the holder of the proxy to receive such transmission; provided, however, that any such electronic transmission shall be submitted with information from which the Corporation may determine that the electronic transmission was authorized by the stockholder. If it is determined that such electronic transmissions are valid, the inspectors or other persons making that determination shall specify the information upon which they relied.

2

2.11. Validity of Copies and other Reproductions of Proxies. Any copy, facsimile, telecommunication or other reliable reproduction of the writing or transmission created pursuant hereto may be substituted or used in lieu of the original writing or transmission for all purposes for which the original writing or transmission could be used; provided, however, that such copy, facsimile, telecommunication or other reliable reproduction shall be a complete reproduction of the entire original writing or transmission.

2.12. Voting Power Present or Represented. For purposes of determining the amount of voting power present or represented or the amount of voting power cast at any annual or special meeting of stockholders with respect to voting on a particular proposal, shares as to which the holders have abstained from voting or the proxy holders have been instructed to abstain from voting on the proposal, and shares that have been precluded from voting (whether by law, by regulations of the Securities and Exchange Commission, by rules, by-laws or listing standards of any self-regulatory organization, the Certificate of Incorporation or otherwise), will not be treated as present, represented or cast, but such shares will be counted as present and represented for purposes of determining the existence of a quorum to organize a meeting.

2.13. Postponements, Adjournments, and Cancellations of Meetings. In accordance with the provisions of applicable law, the Board, acting by resolution, may postpone and reschedule any previously scheduled meeting of stockholders, whether annual or special. In addition, any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of the holders of a majority of the total voting power present in person or by proxy at the meeting. When a meeting is adjourned to another time or place, if any, notice need not be given of the adjourned meeting if the time and place, if any, thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Unless provided otherwise by law or the Certificate of Incorporation, any special meeting of the stockholders may be canceled, by resolution of the Board upon public notice given prior to the date previously scheduled for such special meeting or as otherwise permitted by the DGCL.

2.14. Conduct of Meetings.

(a) At every meeting of the stockholders, the presiding chairman shall be the Chairman of the Board of Directors or, in the event of his or her absence or disability, such person as the Chairman of the Board of Directors shall appoint or, in the event of his or her absence or disability, a chairman chosen by resolution of the Board of Directors. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of both, an appointee of the presiding chairman, shall act as secretary of the meeting.

(b) The Board of Directors may make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to any such rules and regulations, the chairman presiding at any meeting shall have the right and authority to prescribe rules, regulations and procedures for such meeting and to take all such actions as in the judgment of the chairman are appropriate for the proper conduct of such meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting, either of which may be changed at any meeting at which a quorum is present by the vote of a majority of the total voting power of those present thereat in person or by proxy; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the Company, their duly authorized and constituted proxies or such other persons as the chairman of the meeting or his or her designee may determine; (v) restrictions on entry to the meeting after the commencement thereof; (vi) limitations on the time allotted to questions or comments of any particular participant or by all participants as a group; and (vii) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meeting. The presiding chairman may interpret and apply any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstances, in addition to changing the order of business at the meeting or making any other determinations that he or she deems appropriate for the proper conduct of the meeting. Unless and to the extent determined by the Board of Directors or the presiding chairman, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

2.15. Inspectors of Election. In connection with each meeting of stockholders, either the Board or the Chairman may appoint one or more inspectors, who need not be stockholders and who may be employees of the Corporation, to act at the meeting or any adjournment thereof and make a written report thereof. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and

3

according to the best of his or her ability. The inspectors shall ascertain the number of shares outstanding and the voting power of each, determine the shares represented at the meeting and the validity of proxies and ballots, count all votes, determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and certify to the Secretary their determination of the number of shares represented at the meeting, and their count of all votes.

2.16. Definitions of Stockholder, Voting Power and Voting Power Present. As used in these By-laws, and unless the context otherwise requires, (a) the term “stockholder” shall mean a person who is the record holder of shares of the Corporation’s voting stock, (b) the term “voting power” shall mean the right vested by law, these By-laws or the Certificate of Incorporation in the stockholders to vote in the determination of a particular question or matter, and (c) the terms “total votes” and “total voting power” shall mean the total number of votes that the stockholders are entitled under applicable law to cast in the determination of a particular question or matter (or, if applicable law does not specify which stockholders are entitled to vote with respect to any particular question or matter, such terms shall mean the total number of votes that the stockholders are generally entitled to cast in connection with the election of directors).

2.17. Notice of Stockholder Business.

(a) Advance Notice of Stockholder Business.

(1) Only such business shall be conducted before a meeting of the stockholders of the Corporation as shall have been properly brought before such meeting. To be properly brought before an annual or special meeting of the stockholders of the Corporation, business must be: (i) with respect to any annual meeting, (A) specified in the notice of meeting (or any supplement or amendment thereto) given by or at the direction of the Board or a duly authorized committee of the Board; (B) otherwise properly brought before the meeting by or at the direction of the Board or a duly authorized committee of the Board; or (C) otherwise properly brought before the meeting by any stockholder (1) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.17(a) and at the time of the meeting and is entitled to vote at such meeting and (2) who complies with the notice procedures set forth in this Section 2.17(a); and (ii) with respect to any special meeting, specified in the notice of meeting (or any supplement or amendment thereto) given to the stockholders of the Corporation by the Board pursuant to and in accordance with Section 2.3.

(2) For such business to be considered properly brought before the meeting by a stockholder of the Corporation, such stockholder must, in addition to any other applicable requirements, have given timely notice thereof in proper written form to the Secretary. To be timely with respect to any annual meeting, a stockholder’s notice to the Secretary must be delivered to or mailed and received by the Secretary at the principal executive office of the Corporation no fewer than ninety (90) and no more than one hundred twenty (120) days prior to the first (1st) anniversary of the immediately preceding annual meeting of the stockholders of the Corporation; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which notice of the date of the annual meeting was mailed or public announcement of the date of the annual meeting was made, whichever occurs first. To be timely with respect to any special meeting, a stockholder’s notice to the Secretary must be delivered or mailed and received by the Secretary at the principal executive office of the Corporation not less than sixty (60) days prior to the date of such meeting; provided, however, that in the event that less than seventy (70) days’ notice of the date of the meeting is given or made to stockholders, to be timely a stockholder’s notice must be delivered or mailed and received by the Secretary at the principal executive office of the Corporation not later than the close of business on the tenth (10th) day following the earlier of the day on which such notice or public announcement of the date of such special meeting is mailed or made (as applicable) by the Corporation. In no event shall the public announcement of an adjournment or postponement of an announced meeting commence a new time period (or extend any time period) for the giving of a stockholders notice as provided in this Section 2.17(a).

(3) To be in proper written form, a stockholder’s notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting or special meeting: (i) a description with reasonable detail of the business desired to be brought before such meeting and the reasons for conducting such business at such meeting; (ii) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made (A) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (B) the class or series and number of shares of capital stock of the Corporation which are directly or indirectly (including through any derivative arrangement) owned (1) beneficially and (2) of record by such stockholder and by such beneficial owner, (C) a description of all arrangements or understandings between such stockholder or such beneficial owner and any other person or entity (including, without limitation, their names) in connection with the ownership of the capital stock of the Corporation and the proposal of such business by such stockholder and such beneficial owner, and any material interest (financial or otherwise) of such

4

stockholder or such beneficial owner in such business, (D) whether either such stockholder or beneficial owner intends to deliver a form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to approve the proposal and (E) if the Corporation is then subject to Section 14(a) of the Exchange Act, any other information relating to such stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filing required to be made in connection with a solicitation of proxies for the proposal pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder; and (iii) a representation that such stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to introduce the business specified in the notice. As use herein, shares “beneficially owned” by a person (and phrases of similar import) shall mean all shares which such person is deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the Exchange Act, including, without limitation, shares which are beneficially owned, directly or indirectly, by any other person with which such person has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of the capital stock of the Corporation.

(4) The chairman of a meeting of the stockholders of the Corporation shall determine and declare at such meeting whether the stockholder proposal was made in accordance with the terms of this Section 2.17(a). If the chairman of the meeting determines that such proposal was not properly brought before the meeting in accordance with the foregoing procedures, the chairman of the meeting shall declare to the meeting that the proposal was not properly brought before the meeting and the business of such proposal shall not be transacted.

(5) This provision shall not prevent the consideration and approval or disapproval at any annual or special meeting of reports of officers, directors and committees of the Board, but in connection with such reports, no new business shall be acted upon at such meeting unless stated, filed and received as herein provided.

(6) In addition, notwithstanding anything in this Section 2.17(a) to the contrary, a stockholder of the Corporation intending to nominate one or more persons for election as a director at an annual or special meeting of stockholders must comply with Section 2.17(b) of these By-Laws for such nomination to be properly brought before such meeting.

(7) For purposes of this Section 2.17(a), any adjournment(s) or postponement(s) of the original meeting whereby the meeting will reconvene within ninety (90) days from the original date shall be deemed for purposes of notice to be a continuation of the original meeting and no business may be brought before any such reconvened meeting unless pursuant to a notice of such business which was timely for the meeting and properly presented as determined as of the date originally scheduled.

(b) Advance Notice of Director Nominations.

(1) Unless otherwise required by applicable law or the Certificate of Incorporation, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided in the instrument of designation of any series of preferred stock of the Corporation with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors of the Corporation, who shall be nominated as provided therein.

(2) Nominations of persons for election to the Board shall be made only at an annual or special meeting of stockholders of the Corporation called for the purpose of electing directors and must be (i) specified in the notice of meeting (or any supplement or amendment thereto) and (ii) made by (A) the Board or a duly authorized committee of the Board (or at the direction thereof) or (B) made by any stockholder of the Corporation (1) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.17(b) and at the time of the meeting and is entitled to vote at such meeting and (2) who complies with the notice procedures set forth in this Section 2.17(b).

(3) In addition to any other applicable requirements, for a nomination to be made by a stockholder of the Corporation, such stockholder must have given timely notice thereof in proper written form to the Secretary. To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received by the Secretary at the principal executive office of the Corporation: (i) in the case of an annual meeting of the stockholders of the Corporation, no fewer than ninety (90) nor more than one hundred twenty (120) days prior to the first (1st) anniversary of the immediately preceding annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which notice of the date of the annual meeting was mailed or public announcement of the date of the annual meeting was made, whichever occurs first, and (ii) in the case of a special meeting of stockholders of the Corporation called for the purpose of electing directors, not less than sixty (60) days prior to the meeting; provided, however, that in the event that less than seventy (70) days’ notice of the date of the meeting is given or

5

made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the tenth (10th) day following the earlier of the day on which such notice or public announcement of the date of the meeting was mailed or made (as applicable). Notwithstanding anything to the contrary in the immediately preceding sentence, in the event that the number of directors to be elected to the Board of Directors is increased, a stockholder’s notice required by this Section 2.17(b) shall also be considered timely, but only with respect to nominees for any new positions created by such increase and only if otherwise timely notice of nomination for all other directorships was delivered by such stockholder in accordance with the requirements of the immediately preceding sentence, if it shall be delivered to the Secretary at the principal executive office of the Corporation not later than the close of business on the tenth (10th) day following the day on which notice to the stockholders of the Corporation was given or public announcement was made by the Corporation naming all of the nominees for director or specifying the size of the increase in the number of directors to serve on the Board, even if such tenth (10th) day shall be later than the date for which a nomination would otherwise have been required to be delivered to be timely. In no event shall the public announcement of an adjournment or postponement of an announced meeting commence a new time period (or extend any time period) for the giving of a stockholders notice as provided in this Section 2.17(b).

(4) To be in proper written form, a stockholder’s notice to the Secretary pursuant to this Section 2.17(b) must set forth (i) as to each person whom the stockholder of the Corporation proposes to nominate for election as a director, (A) the name, age, business address, and residence address of such person, (B) the principal occupation or employment of the person, (C) the class or series and number of shares of capital stock of the Corporation which are directly or indirectly (including through any derivative arrangement) owned beneficially or of record by the person, and (D) any other information relating to the person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with a solicitation of proxies for an election of directors pursuant to the Exchange Act and the rules and regulations promulgated thereunder if the Corporation were a reporting company under the Exchange Act, and (ii) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the director nomination is made (A) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner; (B) the class or series and number of shares of capital stock of the Corporation which are owned (1) beneficially and (2) of record by such stockholder and by such beneficial owner, (C) a description of all arrangements or understandings between such stockholder or such beneficial owner and any other person or entity (including, without limitation, their names) in connection with the ownership of the capital stock of the Corporation and the nomination of such nominee(s), and any material interest of such stockholder or such beneficial owner in such nomination(s), (D) whether either such stockholder or beneficial owner intends to deliver a form of proxy to holders of the Corporation’s voting shares to elect such nominee or nominees, (E) a representation that the stockholder giving the notice is a holder of record of stock of the Corporation entitled to vote at such meeting and that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (F) if the Corporation is then subject to Section 14(a) of the Exchange Act, any other information relating to such stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filing required to be made in connection with a solicitation of proxies for an election of directors pursuant to the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to be named as a nominee and to serve as a director if elected. The Corporation may require any nominee to furnish such other information (which may include meeting to discuss the information) as may reasonably be required by the Corporation to determine the eligibility of such nominee to serve as a director of the Corporation.

(5) If the chairman of a meeting of the stockholders of the Corporation determines that a nomination was not made in accordance with the foregoing procedures, the chairman of the meeting shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

(6) Nothing in this Section 2.17(b) shall be deemed to affect any rights of the holders of any series of preferred stock of the Corporation to elect directors pursuant to any applicable provisions of the Certificate of Incorporation.

2.18. Transfer Restrictions. The Corporation shall have the authority to enter into and perform any agreement with any number of stockholders of any one or more classes or series of capital stock of the Corporation to restrict the transfer of shares of capital stock of the Corporation of any one or more classes or series owned by such stockholders in any manner permitted by the DGCL.

2.19 Stockholder Compliance. Notwithstanding the foregoing provisions of this By-law to the extent applicable, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, and with all requirements arising from United States laws and regulations applicable to the Corporation pursuant to national and homeland security requirements including but not limited to the National Industrial Security Program Operating Manual (NISPOM) and the FAR/DFARs (including any that may be directed by the U.S. Government pursuant to such laws and regulations subsequent to adoption of these By-laws), with respect to the matters set

6

forth in these By-laws. Nothing in this By-law shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule l4a-8 promulgated under the Exchange Act or (ii) of the holders of any series of Preferred Stock to elect directors under specified circumstances.

SECTION 3. DIRECTORS

3.1. Powers; Number. Except as otherwise provided by law or the Certificate of Incorporation, all of the corporate powers shall be vested in, and the business and affairs of the Corporation shall be managed by or under the direction of, and subject to the oversight of, the Board, which shall consist of such number of natural persons as shall be fixed from time to time by resolution of the Board; provided, however, that in no event shall the number of directors so authorized, nominated and elected be less than the number required by law or more than fifteen. At all times, one member shall be the Chief Executive Officer Initially, the Board of Directors shall be comprised of five directors. At all times, at least two-thirds of the Board shall be Citizens of the United States as defined in Section 40102(a)(15) of the Federal Aviation Laws (as hereinafter defined) (“Citizens of the United States”). The Corporation’s Board and Committee composition and Directors appointed thereto shall meet any specific additional requirements not addressed in these By-laws to which the Corporation is expressly subject to pursuant to any US laws or regulations.

3.2. Powers. The Board may exercise all such powers of the Corporation and do all such lawful acts and things that are not by law, the Certificate of Incorporation or these By-laws directed or required to be done by the stockholders or a duly authorized committee of independent directors. The Board shall not knowingly do, or cause to be done, any act in contravention of the Federal Aviation Act of 1958, as amended, codified in Title 49 of the United State Code, and the regulations promulgated thereunder, each as amended from time to time, or any successor statute or regulations, as interpreted by the United States Department of Transportation (the “Federal Aviation Laws”).

3.3. Election and Term. Directors shall be elected by plurality vote. Each director shall hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified or until his or her earlier death, resignation, removal or incapacity. At each annual meeting of stockholders, directors shall be elected. Such newly-elected directors shall serve until the next succeeding annual meeting of stockholders after their election and until their successors are elected and qualified. A director elected to fill a vacancy shall hold office for a term expiring at the next annual meeting and until his successor is elected and qualified. No decrease in the number of directors constituting the Board shall shorten the term of any incumbent director. Except as otherwise set forth in the instrument of designation of any class or series of preferred stock of the Corporation, no stockholder of the Corporation shall be entitled to cumulate votes on behalf of any candidate at any election of directors of the Corporation.

3.4. Vacancies. Except as otherwise provided in the Certificate of Incorporation or these By-laws (a) the office of a director shall become vacant if he dies, resigns or is duly removed from office and (b) the Board may declare vacant the office of a director if he (i) is interdicted or adjudicated an incompetent, (ii) in the sole opinion of the Board becomes incapacitated by illness or other infirmity so that he is unable to perform his duties for a period of six months or longer, or (iii) ceases at any time to have the qualifications required by law, the Certificate of Incorporation or these By-laws.

3.5. Filling Vacancies. Except as may be set forth in the Certificate of Incorporation, and subject to the rights, if any, of the holders of shares of any class or series of preferred stock of the Corporation then outstanding to designate a director to fill a vacancy as set forth in the instrument of designation of such preferred stock applicable thereto, in the event of a vacancy (including any vacancy resulting from an increase in the authorized number of directors, or from failure of the stockholders to elect the full number of authorized directors), the remaining directors, even though not constituting a quorum, may fill any vacancy on the Board for the unexpired term by a majority vote of the directors remaining in office, provided that the stockholders, with an affirmative vote of the holders of a majority of the total voting power of all the shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall have the right, at any special meeting called for the purpose prior to such action, to fill the vacancy.

3.6. Compensation of Directors. Directors, acting in their capacities as such, shall receive such compensation for their services as may be fixed by resolution of the Board or one of its duly-authorized committees and shall receive their actual expenses of attendance, if any, for each regular or special meeting of the Board; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

7

SECTION 4. MEETINGS OF THE BOARD

4.1. Place of Meetings. The meetings of the Board may be held at such place within or without the State of Delaware as a majority of the directors may from time to time appoint.

4.2. Initial Meetings. The first meeting of each newly elected Board shall be held immediately following the stockholders’ meeting at which the Board is elected and no notice of such first meeting shall be necessary for the newly elected directors in order legally to constitute the meeting.

4.3. Regular Meetings; Notice. Regular meetings of the Board may be held at such times as the Board may from time to time determine. No notice of regular meetings of the Board shall be required, provided that the date, time and place of regular meetings are fixed in advance by the Board or the Chairman.

4.4. Special Meetings; Notice. Special meetings of the Board may be called by the Chairman of the Board of Directors, the Chief Executive Officer or President of the Corporation, or two or more members of the Board of Directors and shall be called by the President or the Secretary if directed by the Chairman of the Board of Directors, the Chief Executive Officer or President of the Corporation or two or more members of the Board of Directors. Special meetings of the Board of Directors shall be preceded by at least twenty-four (24) hours’ notice of the date, time and place (if any) and/or means of remote communication (if any). The notice of a special meeting of directors need not state its purpose or purposes, but if the notice states a purpose or purposes and does not state a further purpose to consider such other business as may properly come before the meeting, the business to be conducted at the special meeting shall be limited to the purposes stated in the notice.

4.5. Waiver of Notice. Except as otherwise provided in Section 7.3 of these By-laws, directors present at any regular or special meeting shall be deemed to have received, or to have waived, due notice thereof.

4.6. Quorum and Voting. A majority of the Board shall be necessary to constitute a quorum for the transaction of business, and, except as otherwise provided by law, the Certificate of Incorporation, these By-laws and the rights, if any, of those directors who may be elected by the holders of any class or series of preferred stock of the Corporation as set forth in the instrument of designation of such preferred stock, actions affirmatively approved by a majority of the Board at a meeting at which a quorum is present shall be the acts of the Board. If a quorum is not present at any meeting of the Board, the directors present may adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum is present.

4.7. Withdrawal. Subject to the terms and conditions of the DGCL, if a quorum is present when the meeting convened, the directors present may continue to do business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum as fixed in Section 4.6 or the refusal of any director present to vote.

4.8. Action by Consent. Any action that may be taken at a meeting of the Board or any committee thereof, may be taken by a consent in writing signed by all of the directors or by all members of the committee, as the case may be, and filed with the records of proceedings of the Board or such committee.

4.9. Meetings by Telephone or Similar Communication. Members of the Board may participate at and be present at any meeting of the Board or any committee thereof by means of conference telephone or similar communications equipment if all persons participating in such meeting can hear and communicate with each other. Participation in a meeting pursuant to this Section 4.9 shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

SECTION 5. COMMITTEES OF THE BOARD

5.1. General. The Board may designate one or more committees, each committee to consist of two or more of the directors (and one or more directors may be named as alternate members to replace any absent or disqualified regular members). To the extent provided in the By-laws or by resolutions or a committee charter adopted by the Board, each such committee shall have and may exercise the powers of the Board in the management of the business and affairs of the Corporation, except to the extent otherwise provided by the DGCL. Such committee or committees shall have such name or names as may be stated in the By-laws, or as may be determined, from time to time, by the Board. Any vacancy occurring in any such committee shall be filled by the Board, but the Chairman of the Board may designate another director to serve on the committee pending action by the Board. Each such member of a committee shall hold office during the term of the Board constituting it, unless otherwise ordered by the Board. At all times, at least two-thirds of any committee of the Board shall be comprised of Citizens of the United States. The formation, function or delegation of authority to any committee of the Board shall be in compliance with the Federal Aviation Laws. Notwithstanding the foregoing provisions of this By-law, if the Corporation is required by U.S. laws

8

and regulations to establish a special committee to oversee governmental contracts or business involving classified and/or controlled but unclassified information, then the composition of such committee and any directors, officers, or appropriately authorized delegates serving on such committee shall be required to meet all requirements or take such action as directed by such laws and regulations, and shall otherwise have all of the rights, powers, and responsibilities conferred or imposed upon Board members by applicable statutes and regulations and by the Corporation’s charter and By-laws.

5.2. Compensation Committee. The Board shall maintain a Compensation Committee of two or more directors (the exact number of which shall be set from time to time by the Board), who shall have such qualifications, powers and responsibilities as specified in any charter that may from time to time be adopted by the Compensation Committee and approved by the Board of Directors.

5.3. Audit Committee. The Board shall maintain an Audit Committee of two or more directors (the exact number of which shall be set from time to time by the Board), who shall have such qualifications, powers and responsibilities as specified in any charter that may from time to time be adopted by the Audit Committee and approved by the Board of Directors.

5.4. Procedures for Committees. Each committee shall keep written minutes of its meetings. All actions taken by a committee shall be reported to the Board at its next meeting, unless all directors attended the committee meeting at which such action was taken. Failure to keep written minutes or to make such reports shall not affect the validity of action taken by a committee. Each committee shall adopt such rules (not inconsistent with the Certificate of Incorporation, these By-laws, applicable law, or any regulations specified for such committee by the Board) as it shall deem necessary or as required for the proper conduct of its functions and the performance of its responsibilities.

SECTION 6. REMOVAL OF BOARD MEMBER

Except as may be provided in the Certificate of Incorporation or as a matter of law, and subject to the rights, if any, of the holders of shares of any class or series of preferred stock of the Corporation then outstanding to remove directors as set forth in the instrument of designation of such preferred stock applicable thereto, any director or the entire Board may be removed with or without cause at any time by the stockholders at a meeting of stockholders duly called for that purpose if the number of votes cast in favor of removal constitutes a majority of the number of votes entitled to be cast in an election of directors, voting together as a single class. The stockholders at such meeting may proceed to elect a successor or successors for the unexpired term of the director or directors removed. Except as provided in this Section 6 or as may be provided in the Certificate of Incorporation, directors shall not be subject to removal. Any director or member of a committee may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, then at the time of its receipt by the Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 7. NOTICES

7.1. Form of Delivery. Whenever under the provisions of law the Certificate of Incorporation or these By-laws notice is required to be given to any stockholder or director, it shall not be construed to mean personal notice unless otherwise specifically provided in the Certificate of Incorporation or these By-laws, but such notice may be given by United States mail or through a recognized commercial overnight courier service, addressed to such stockholder or director at his address as it appears on the records of the Corporation, with postage or delivery fees thereon prepaid. Such notices shall be deemed to have been given at the time they are deposited in the United States mail or with such courier service. Notice to a director pursuant to Section 4.4 of these By-laws may be given personally or by telephone, e-mail or telegram sent to his or her address as it appears on the Corporation’s records.

7.2. Notice by Electronic Delivery. Without limiting the manner by which notice otherwise may be given effectively to stockholders of the Corporation pursuant to the DGCL, the Certificate of Incorporation or these By-Laws, any notice to stockholders of the Corporation given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these By-Laws shall be effective if given by a form of electronic transmission consented to by the stockholder of the Corporation to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Secretary. Any such consent shall be deemed revoked if: (i) the Corporation is unable to deliver by electronic transmission two (2) consecutive notices of meetings or of other business given by the Corporation in accordance with such consent; and (ii) such inability becomes known to the Secretary or an Assistant Secretary or to the transfer agent or other person responsible for the giving of notice. However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. For purposes of these By-Laws, except as otherwise limited by applicable law, the term “electronic transmission”

9

means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

7.3. Waiver. Whenever any notice is required to be given by law, the Certificate of Incorporation or these By-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto. In addition, notice shall be deemed to have been given to, or waived by, any stockholder or director who attends a meeting of stockholders or directors in person, or is represented at such meeting by proxy, unless such stockholder or director timely objects to the transaction of any business at the meeting in the manner required by the DGCL.

SECTION 8. OFFICERS

8.1. Designations. The Corporation’s officers shall be a Chairman, a Chief Executive Officer, a President, a Chief Financial Officer, a Controller, a Treasurer, and a Secretary. The Corporation may also have one or more Assistant Secretaries and Assistant Treasurers and other officers designated from time to time by the Board or Chief Executive Officer. Any two offices may be held by one person, provided that no person holding more than one office may sign, in more than one capacity, any certificate or other instrument required by law to be signed by two officers. The President, and each of the officers comprising at least two-thirds of the officers of the Company, must be a Citizen of the United States.

8.2. Appointment of Certain Officers. At the first meeting of each newly elected Board, or at such other time when there shall be a vacancy, the Board shall elect the Corporation’s officers.

8.3. Appointment of Other Officers. The Board may appoint, or empower the Chief Executive Officer and/or one or more Presidents of the Corporation to appoint, such other officers and agents as the business of the Corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these By-Laws or as the Board may from time to time determine.

8.4. Removal. Notwithstanding the provisions of any employment agreement, any officer of the Corporation may be removed at any time (i) by the Board of Directors, with or without cause, and (ii) by any other officer of the Corporation upon whom the Board of Directors has expressly conferred the authority to remove another officer, in such case on the terms and subject to the conditions upon which such authority was conferred upon such officer. Any such removal shall be without prejudice to the contractual rights of such officers, if any, with the Corporation, but the election of an officer shall not in and of itself create contractual rights.

8.5. The Chairman of the Board. The Chairman of the Board shall have general oversight of the business and affairs of the Corporation, shall preside at all meetings of the directors and stockholders, and shall exercise such additional powers and perform such additional duties as may be specified from time to time by the Board.

8.6. The Chief Executive Officer. The Chief Executive Officer shall be responsible for implementing all orders and resolutions of the Board, shall supervise the daily operations of the Corporation’s business and shall, in the absence of the Chairman, preside at meetings of the Board and of the stockholders.

8.7. The President. The President shall report to the Chief Executive Officer (or may be the Chief Executive Officer) and the Board and shall perform such duties as may be requested from time to time by the Board, the Chief Executive Officer or the By-laws. In the absence or disability of the Chief Executive Officer, the President shall perform the duties and exercise the powers of the Chief Executive Officer, and shall perform such other duties as the Board shall prescribe.

8.8. The Chief Financial Officer. The Chief Financial Officer shall be the Corporation’s principal financial officer and shall manage the Corporation’s financial affairs and direct the activities of the Treasurer and other officers responsible for the Corporation’s financial affairs. The Chief Financial Officer may sign, execute and deliver in the name of the Corporation contracts, bonds and other obligations, shall be responsible for all of the Corporation’s internal and external financial reporting and shall perform such other duties as may be prescribed from time to time by the Board, the Chief Executive Officer or the By-laws.

8.9. The Treasurer. As directed by the Chief Financial Officer, the Treasurer shall have general custody of all funds and securities of the Corporation. The Treasurer may sign, with the Chief Executive Officer, the President, the Chief Financial Officer or such other person or persons as may be designated for the purpose by the Board, all bills of exchange or promissory notes of the Corporation. The Treasurer shall perform such other duties as may be prescribed from time to time by the Chief Financial Officer or the By-laws.

10

8.10. The Controller. The Controller shall assist the Chief Financial Officer as directed in accounting, financial reporting, bookkeeping and accounting procedures and perform such other duties as may be prescribed from time to time by the Chief Financial Officer.

8.11. The Secretary. The Secretary shall attend all meetings of the Board and all meetings of the stockholders, record all votes and the minutes of all proceedings in books or records to be kept for that purpose, give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board, and perform such other duties as may be prescribed by the Board or Chief Executive Officer. The Secretary shall also keep in safe custody the Corporation’s seal, if any, and affix the seal to any instrument requiring it.

8.12. Execution of Contracts and Other Instruments. The Board, except as otherwise required by law, may authorize from time to time any officer or agent of the Corporation to enter into any contract or to execute and deliver any other instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless otherwise specifically determined by the Board or otherwise required by law, formal contracts, promissory notes and other evidences of indebtedness, deeds of trust, mortgages and corporate instruments or documents requiring the corporate seal, and certificates for shares of stock owned by the Corporation shall be executed, signed or endorsed by the Chief Executive Officer or any President (or any Vice President) and by the Secretary (or any Assistant Secretary ) or the Treasurer (or any Assistant Treasurer). The Board of Directors may, however, authorize any one of these officers to sign any of such instruments, for and on behalf of the Corporation, without necessity of countersignature; may designate officers or employees of the Corporation, other than those named above, who may, in the name of the Corporation, sign such instruments; and may authorize the use of facsimile for any of such persons. No officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for damages, whether monetary or otherwise, for any purpose or for any amount except as specifically authorized in these By-Laws or by the Board or an officer or committee with the power to grant such authority.

8.13. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents, and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief Executive Officer, the President, Treasurer or Secretary, any Vice President, Assistant Treasurer or Assistant Secretary, or any other officer of the Corporation authorized to do so by the Board. Any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation or other entity in which the Corporation may own securities, and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have possessed and exercised if present.

SECTION 9. STOCK

9.1. Certificates. The shares of the Corporation may be (i) uncertificated, provided the Corporation is a participant in the Direct Registration System, or its successor, of the Depository Trust & Clearing Corporation or some similar system or (ii) represented by certificates signed by the Chairman of the Board, Chief Executive Officer or President, on the one hand, and the Secretary or an Assistant Secretary, on the other hand, evidencing the number and class (and series, if any) of shares owned by the stockholder and containing such information as required by law. If any stock certificate is manually signed by a transfer agent or registrar other than the Corporation itself or an employee of the Corporation, the signature of any such officer may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be an officer, transfer agent or registrar of the Corporation before such certificate is issued, it may be issued by the Corporation with the same effect as if such person or entity were an officer, transfer agent or registrar of the Corporation on the date of issue.

9.2. Missing Certificates. The Chairman of the Board, Chief Executive Officer, President or his or her designee may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the Corporation’s receipt of an affidavit of that fact from the person claiming the certificate of stock to be lost, stolen or destroyed. As a condition precedent to the issuance of a new certificate or certificates, the officers of the Corporation shall, unless dispensed with by the Chairman of the Board, Chief Executive Officer or President, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to (i) advertise or give the Corporation a bond or (ii) enter into a written indemnity agreement, in each case in an amount appropriate to indemnify the Corporation against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

11

SECTION 10. DETERMINATION OF STOCKHOLDERS

10.1. Record Date. For the purpose of determining stockholders entitled to notice of and to vote at a meeting, or to receive a dividend, or to receive or exercise subscription or other rights, or to participate in a reclassification of stock, or in order to make a determination of stockholders for any other proper purpose, the Board may fix in advance a record date for determination of stockholders for such purpose, such date to be not more than seventy days prior to the meeting or the date on which the action requiring the determination of stockholder is to be taken.

10.2. Registered Stockholders. Except as otherwise provided by law, the Corporation, and its directors, officers, employees and agents may recognize and treat a person registered on the Corporation’s records as the owner of shares, as the owner in fact thereof for all purposes, and as the person exclusively entitled to have and to exercise all rights and privileges incident to the ownership of such shares, and rights under this Section 10.2 shall not be affected by any actual constructive notice that the Corporation, or any of its directors, officers or agents, may have to the contrary.

SECTION 11. MISCELLANEOUS

11.1. Dividends. Except as otherwise provided by law or the Certificate of Incorporation, dividends upon the stock of the Corporation may be declared by the Board at any regular or special meeting. Dividends may be paid in cash, property, or in shares of stock.

11.2. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Chief Executive Officer or the Board may from time to time designate. Signatures of the authorized signatories may be by facsimile.

11.3. Fiscal Year. The Board may adopt for and on behalf of the Corporation a fiscal or a calendar year.

11.4. Seal. The Board may adopt a corporate seal, which seal shall have inscribed thereon the name of the Corporation. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. Failure to affix the seal shall not, however, affect the validity of any instrument.

11.5. Definitions; Usage. All references herein to the Certificate of Incorporation shall mean, as of any particular date, the Corporation’s Certificate of Incorporation, as amended or restated through such date. All references herein to the DGCL shall mean, as of any particular date, the DGCL, as amended or restated through such date, or any successor statute. All pronouns and variations thereof used in these By-laws shall be deemed to refer to the masculine, feminine or neuter gender, singular or plural, as the identity of the person, persons, entity or entities referred to require.

11.6. Inconsistent Provisions. In the event that any provision of these By-Laws is or becomes inconsistent with any provision of the Certificate of Incorporation, the DGCL or any other applicable law, the provision of these By-Laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

SECTION 12. INDEMNIFICATION

The Corporation shall indemnify any Indemnitee (as defined in the Certificate of Incorporation) as set forth in the Certificate of Incorporation.

SECTION 13. AMENDMENTS

In furtherance and not in limitation of the powers conferred by law, the Board is expressly authorized and empowered to amend and repeal these By-Laws and adopt new By-Laws, subject to the power of the stockholders of the Corporation to adopt, amend

12

or repeal any of these By-Laws. Notwithstanding any other provision of these By-Laws or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any series of preferred stock of the Corporation required by law, by the Certificate of Incorporation or by any instrument designating any class or series of preferred stock of the Corporation, the affirmative vote of the holders of a majority of the total voting power of the shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders of the Corporation to alter, amend or repeal, or adopt any provision inconsistent with, the provisions of these By-Laws.

13

EX-10.1

Exhibit 10.1

Execution Version

TERM LOAN CREDIT AGREEMENT

dated as of September 4, 2019,

among

PHI Group, Inc.,

as Borrower

The GUARANTORS Party Hereto

The LENDERS Party Hereto

and

Credit Suisse AG, Cayman Islands Branch,

as Administrative Agent and Collateral Agent

Credit Suisse Loan Funding LLC,

as Lead Arranger and Bookrunner

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			1
SECTION 1.01	Defined Terms		1
SECTION 1.02	Classification of Loans and Borrowings		45
SECTION 1.03	Terms Generally		45
SECTION 1.04	Accounting Terms; GAAP		45
SECTION 1.05	Effectuation of Transactions		45
SECTION 1.06	Status of Obligations		46
SECTION 1.07	Timing of Payment or Performance		46
ARTICLE II THE CREDITS			46
SECTION 2.01	Commitments		46
SECTION 2.02	Loans and Borrowings		46
SECTION 2.03	Requests for Borrowings		47
SECTION 2.04	Incremental Loans		47
SECTION 2.05	Funding of Borrowings		49
SECTION 2.06	Interest Elections		49
SECTION 2.07	Termination of Commitments		50
SECTION 2.08	Repayment of Loans; Evidence of Debt		50
SECTION 2.09	Amortization of Loans		51
SECTION 2.10	Prepayments		51
SECTION 2.11	Fees		54
SECTION 2.12	Interest		54
SECTION 2.13	Alternate Rate of Interest		55
SECTION 2.14	Increased Costs		56
SECTION 2.15	Break Funding Payments		57
SECTION 2.16	Taxes		57
SECTION 2.17	Payments Generally; Pro Rata Treatment; Sharing of Setoffs		60
SECTION 2.18	Mitigation Obligations; Replacement of Lenders		61
SECTION 2.19	Refinancing Facilities		62
SECTION 2.20	Extension of Maturity Date		63
SECTION 2.21	Defaulting Lenders		64
ARTICLE III REPRESENTATIONS AND WARRANTIES			65
SECTION 3.01	Organization; Powers		65
SECTION 3.02	Authorization; Enforceability		65
SECTION 3.03	Governmental Approvals; Absence of Conflicts		65
SECTION 3.04	Financial Condition; No Material Adverse Change		65
SECTION 3.05	Properties		66
SECTION 3.06	Litigation and Environmental Matters		66
SECTION 3.07	Compliance with Laws and Agreements		66
SECTION 3.08	Government Regulation		67

ii

SECTION 3.09	Taxes	67
SECTION 3.10	ERISA; Labor Matters	68
SECTION 3.11	Subsidiaries and Joint Ventures; Ownership by Permitted Holder; Disqualified Equity Interests	68
SECTION 3.12	Insurance	68
SECTION 3.13	Solvency	69
SECTION 3.14	Disclosure	69
SECTION 3.15	Collateral Matters	69
SECTION 3.16	Federal Reserve Regulations	69
SECTION 3.17	No Defaults	69
SECTION 3.18	Use of Proceeds	70
SECTION 3.19	Information with Respect to Certain Aircraft	70
SECTION 3.20	Disclosed Subleases	70
ARTICLE IV CONDITIONS		70
SECTION 4.01	Closing Date	70
SECTION 4.02	Incremental Loan Commitment	72
ARTICLE V AFFIRMATIVE COVENANTS		73
SECTION 5.01	Financial Statements and Other Information	73
SECTION 5.02	Notices of Material Events	74
SECTION 5.03	Borrower Information	75
SECTION 5.04	Information Regarding Collateral	75
SECTION 5.05	Existence; Conduct of Business	75
SECTION 5.06	Payment of Taxes	75
SECTION 5.07	Maintenance of Properties	76
SECTION 5.08	Insurance	76
SECTION 5.09	Books and Records; Inspection and Audit Rights	77
SECTION 5.10	Compliance with Laws	77
SECTION 5.11	Use of Proceeds	77
SECTION 5.12	Employee Benefits	77
SECTION 5.13	Additional Guarantors	78
SECTION 5.14	After-Acquired Property	78
SECTION 5.15	Aircraft Collateral Leases	79
SECTION 5.16	Certain Post-Closing Collateral Obligations	80
SECTION 5.17	Further Assurances	80
SECTION 5.18	Designation of Unrestricted Subsidiaries	80
SECTION 5.19	Pledged Equity Interests	82
ARTICLE VI NEGATIVE COVENANTS		82
SECTION 6.01	Indebtedness	82
SECTION 6.02	Restricted Payments	85
SECTION 6.03	Limitations on Investments	86

SECTION 6.04	Limitations on Dividends and Other Restrictions Affecting Restricted Subsidiaries	88
SECTION 6.05	Liens	89
SECTION 6.06	Transactions with Affiliates	90
SECTION 6.07	Asset Sales	91
SECTION 6.08	Layering Indebtedness	92
SECTION 6.09	Issuance or Sale of Equity Interests of Restricted Subsidiaries	92
SECTION 6.10	Business of Borrower	92
SECTION 6.11	Locations of Aircraft Collateral	93
SECTION 6.12	Amendments to Other Agreements	93
SECTION 6.13	Mergers, Consolidation, Etc.	93
SECTION 6.14	Hedge Contracts	93
SECTION 6.15	Minimum Liquidity	94
ARTICLE VII EVENTS OF DEFAULT		94
SECTION 7.01	Events of Default	94
SECTION 7.02	Application of Payments	96
ARTICLE VIII THE AGENTS		97
SECTION 8.01	Appointment of Agents	97
SECTION 8.02	Rights and Powers	97
SECTION 8.03	Duties and Obligations	97
SECTION 8.04	Liability	98
SECTION 8.05	Sub-Agents	98
SECTION 8.06	Resignation	98
SECTION 8.07	Non-Reliance	99
SECTION 8.08	Approval and Execution	99
SECTION 8.09	Collateral	99
SECTION 8.10	Lead Arranger	100
SECTION 8.11	Certain ERISA Matters	100
ARTICLE IX GUARANTEE OF THE OBLIGATIONS		101
SECTION 9.01	Guarantee	101
SECTION 9.02	[Reserved]	101
SECTION 9.03	Limitation of Guarantee	102
SECTION 9.04	Release of Guarantor	102
SECTION 9.05	Waiver of Subrogation	102
ARTICLE X MISCELLANEOUS		103
SECTION 10.01	Notices	103
SECTION 10.02	Waivers; Amendments	104
SECTION 10.03	Expenses; Indemnity; Damage Waiver	107
SECTION 10.04	Successors and Assigns	108
SECTION 10.05	Survival	112

SECTION 10.06	Counterparts; Integration; Effectiveness	112
SECTION 10.07	Severability	112
SECTION 10.08	Right of Setoff	112
SECTION 10.09	Governing Law; Jurisdiction; Consent to Service of Process	113
SECTION 10.10	WAIVER OF JURY TRIAL	113
SECTION 10.11	Headings	113
SECTION 10.12	Confidentiality	113
SECTION 10.13	Interest Rate Limitation	114
SECTION 10.14	Release of Liens and Guarantees	114
SECTION 10.15	USA PATRIOT Act Notice	115
SECTION 10.16	No Fiduciary Relationship	115
SECTION 10.17	Independent Decision	116
SECTION 10.18	Non-Public Information	116
SECTION 10.19	Electronic Execution of Assignments and Certain Other Documents	116
SECTION 10.20	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	116
SECTION 10.21	Acknowledgement Regarding Any Supported QFCs	117

SCHEDULES:
Schedule 1.01(a)	—	Immaterial Domestic Subsidiaries
Schedule 2.01	—	Commitments
Schedule 3.11	—	Subsidiaries and Joint Ventures
Schedule 3.12	—	Insurance
Schedule 3.15	—	UCC Filing Jurisdictions
Schedule 3.20	—	Disclosed Subleases
Schedule 5.16	—	Post-Closing Obligations
Schedule 6.01	—	Closing Date Indebtedness
Schedule 6.03	—	Closing Date Investments
Schedule 6.04	—	Closing Date Restrictive Agreements
Schedule 6.05	—	Closing Date Liens
EXHIBITS:
Exhibit A	—	Form of Assignment and Assumption
Exhibit B	—	Form of Borrowing Request
Exhibit C	—	Form of Joinder Agreement
Exhibit D	—	Form of Interest Election Request
Exhibit E	—	Form of Mortgage
Exhibit F	—	Form of Security Agreement
Exhibit G-1	—	Form of U.S. Tax Certificate for Non-U.S. Lenders that are not Partnerships for U.S. Federal Income Tax Purposes
Exhibit G-2	—	Form of U.S. Tax Certificate for Non-U.S. Lenders that are Partnerships for U.S. Federal Income Tax Purposes
Exhibit G-3	—	Form of U.S. Tax Certificate for Non-U.S. Participants that are not Partnerships for U.S. Federal Income Tax Purposes
Exhibit G-4	—	Form of U.S. Tax Certificate for Non-U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes
Exhibit H	—	Form of Compliance Certificate
Exhibit I	—	Aircraft Collateral Certificate

TERM LOAN CREDIT AGREEMENT (this “Agreement”) dated as of September 4, 2019, among PHI GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral Agent.

R E C I T A L S:

The Borrower has requested that Lenders provide a term loan credit facility to Borrower to finance its business enterprise. Lenders are willing to provide the term loan credit facility on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for valuable consideration hereby acknowledged, the parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ABL Collateral” means all of the accounts receivable of the Loan Parties, deposit accounts and securities accounts of the Loan Parties (other than any Net Proceeds Account), related general intangibles and identifiable proceeds of the foregoing of the Loan Parties.

“ABL Facility” means an asset-based revolving credit facility (including refinancings, replacements, modifications and extensions thereof (in whole or in part) (a) in a maximum aggregate principal amount not to exceed $50,000,000, (b) secured solely by a Lien on the ABL Collateral, and (c) governed by the ABL Facility Documentation.

“ABL Facility Documentation” means the definitive documentation for the ABL Facility, at all times in form and substance reasonably acceptable to the Administrative Agent.

“ABR,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, shall bear interest at a rate determined by reference to the Alternate Base Rate.

“Acquired Indebtedness” means (1) with respect to any Person that becomes a Restricted Subsidiary after the Closing Date, Indebtedness of such Person and its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary that was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary and (2) with respect to the Borrower or any Restricted Subsidiary, any Indebtedness of a Person (other than the Borrower or a Restricted Subsidiary) existing at the time such Person is merged with or into the Borrower or a Restricted Subsidiary, or Indebtedness expressly assumed by the Borrower or any Restricted Subsidiary in connection with the acquisition of an asset or assets from another Person, which Indebtedness was not, in any case, incurred by such other Person in connection with, or in contemplation of, such merger or acquisition.

“Adjusted LIBO Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that, notwithstanding the foregoing, the Adjusted LIBO Rate shall at no time be less than 1.00% per annum.

1

“Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, in its capacity as administrative agent hereunder and under the other Loan Documents, and its successors in such capacity as provided in Article VIII.

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.

“Affiliate” of any Person means any other Person which directly or indirectly controls or is controlled by, or is under direct or indirect common control with, the referent Person. For purposes of Section 6.06 of this Agreement, Affiliates shall be deemed to include, with respect to any Person, any other Person (1) which beneficially owns or holds, directly or indirectly, 10% or more of any class of the Voting Stock of the referent Person, (2) of which 10% or more of the Voting Stock is beneficially owned or held, directly or indirectly, by the referent Person or (3) with respect to an individual, any immediate family member of such Person. For purposes of this definition, “control” of a Person shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Affiliate Transaction” has the meaning assigned to such term in Section 6.06(a).

“Affiliated Lender” means, at any time, subject to compliance with the requirements of Section 10.04(e), any Lender that is, at such time, (a) a Permitted Holder, and (b) any Affiliate of a Permitted Holder (other than the Borrower and its Subsidiaries and other than any Debt Fund Affiliate); provided that, if any Permitted Holder no longer owns, directly or indirectly or through any Person related to such Permitted Holder of any type described in clauses (e) through (g) of the definition of Permitted Holder, beneficially or of record, Equity Interests in the Borrower, such Permitted Holder shall no longer be a Permitted Holder for purposes of this definition.

“Agents” means the Administrative Agent and the Collateral Agent.

“Air Medical Segment” means the Borrower’s air medical reporting segment consisting of the assets of any Affiliate of the Borrower that is engaged or is to be engaged in the air ambulance business or the ownership of an air ambulance business, including, for the avoidance of doubt, as of the Closing Date, PHI Air Medical, L.L.C. and AM Equity Holdings, LLC.

“Air Medical Segment Sale” means any sale, issuance, conveyance, transfer, lease, assignment or other disposition by the Borrower or any Restricted Subsidiary to any Person other than the Borrower or any Restricted Subsidiary, in one transaction or a series of related transactions, of (a) all or substantially all of assets of the Air Medical Segment or (b) all or substantially all of the Equity Interests held by the Borrower or its subsidiaries in entities that compose solely the Air Medical Segment, in either case so long as the Borrower complies with Section 2.10(d).

“Aircraft” means rotorcraft (helicopters) and fixed-wing aircraft, including, in each case, all engines, rotor blades, rotor blade components, auxiliary power units and other equipment, avionics, appurtenances and accessions attached to or installed on such aircraft and helicopters.

“Aircraft Collateral” means all Aircraft now or hereafter owned by the Borrower or any Guarantor registered in the United States, Canada, Australia, New Zealand, Israel and Trinidad and Tobago (collectively, the “Aircraft Collateral Covered Jurisdictions”) including any leases and sub-leases pursuant to which any such Aircraft are operated (collectively, the “Aircraft Leases”), subject to the limitations set forth in Sections 5.07, 5.14, 5.15, and 6.11; provided, however, that Aircraft Collateral shall not include (i) any Aircraft not required to be pledged under the terms of this Agreement (including all engines, rotor

2

blades, rotor blade components, auxiliary power units and other equipment, avionics, appurtenances and accessions attached to or installed on such excluded Aircraft), including all Aircraft not registered in an Aircraft Collateral Covered Jurisdiction, (ii) all engines, rotor blades, rotor blade components, auxiliary power units and other equipment, avionics, appurtenances and accessions attached to or installed on such owned Aircraft, if and to the extent such items are not owned by the Borrower or any Guarantor, (iii) for the avoidance of doubt, any Aircraft subject to a lease agreement between a third-party lessor, as lessor, and the Borrower or any Guarantor, as lessee and (iv) any Aircraft or Aircraft Lease to the extent, and for so long as, in the reasonable judgment of the Collateral Agent, the cost or other consequences of providing a security interest therein would be excessive in relation to the benefits to be obtained by the Secured Parties therefrom.

“Aircraft Collateral Covered Jurisdictions” has the meaning assigned to such term in the definition of “Aircraft Collateral.”

“Aircraft Collateral Certificate” means a certificate in the form of Exhibit I or any other form approved by the Administrative Agent.

“Aircraft Leases” has the meaning assigned to such term in the definition of “Aircraft Collateral.”

“Aircraft Lessor” means an owner of Aircraft leased by the Borrower or any Guarantor pursuant to any Sale and Leaseback Transaction.

“Aircraft Mortgages” means the Aircraft (including aircraft and helicopter) mortgages entered into by the Borrower in favor of the Collateral Agent evidencing the Loan Liens on such Aircraft that will secure the Obligations, in each case as amended, modified, restated, supplemented or replaced from time to time.

“Aircraft Protocol” means the official English language text of the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, South Africa as the same may be amended or modified from time to time.

“Airframe” means each Aircraft (excluding the APUs, Engines or any other engines from time to time installed thereon) and all Parts installed therein or thereon and all substituted, renewed and replacement Parts, at any particular time installed in or on the Airframe in accordance with the terms of this Agreement, including Parts which having been removed from the Airframe which remain the property of the Owner. For clarity, an auxiliary power unit, if applicable, shall be considered to be part of the Airframe for purpose of this definition.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%, and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%; provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate per annum appearing on the applicable Bloomberg screen displaying ICE Benchmark Administration Interest Settlement Rates (or on any successor or substitute screen provided by Bloomberg, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such screen, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, on such day for deposits in dollars with a maturity of one month. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Effective Rate or the Adjusted LIBO Rate, as the case may be; provided that, notwithstanding the foregoing, the Alternate Base Rate shall at no time be less than 0.00% per annum.

3

“Anti-Corruption Laws” means Laws relating to anti-bribery or anti-corruption (governmental or commercial) which apply to the Loan Parties or their respective Subsidiaries, including Laws that prohibit the corrupt payment, offer, promise, or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any foreign government official, foreign government employee or commercial entity to obtain a business advantage, including the FCPA, the U.K. Bribery Act of 2010, and all national and international Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions.

“Anti-Terrorism Laws” means Laws relating to terrorism or money laundering, including Executive Order No. 13224, the USA PATRIOT Act, the Laws comprising or implementing the Bank Secrecy Act, and the Laws administered by OFAC.

“Applicable Margin” means, with respect to the Loans, a percentage per annum equal to (a) for Eurocurrency Loans, 7.00% and (b) for ABR Loans, 6.00%.

“Applicable Premium” has the meaning assigned to such term in Section 2.10(h).

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“APU” means (i) each APU installed on the Airframe as described in the most recent Aircraft Collateral Certificate, whether or not installed on an Airframe or other airframe from time to time, (ii) any Permitted Substitute, as defined in the applicable Aircraft Mortgage, which becomes subject to the terms of such Aircraft Mortgage pursuant to the terms thereof, and (iii) any and all related Parts.

“Asset Acquisition” means:

(1) an Investment by the Borrower or any Restricted Subsidiary of the Borrower in any other Person if, as a result of such Investment, such Person shall become a Restricted Subsidiary of the Borrower, or shall be merged or consolidated with or into the Borrower or any Restricted Subsidiary of the Borrower,

(2) the acquisition by the Borrower or any Restricted Subsidiary of the Borrower of all or substantially all of the assets of any other Person or any division or line of business of any other Person, or

(3) the acquisition by the Borrower or any Restricted Subsidiary of an asset.

“Asset Sale” means any sale, issuance, conveyance, transfer, lease, assignment or other disposition by the Borrower or any Restricted Subsidiary to any Person other than the Borrower or any Restricted Subsidiary (including by means of a Sale and Leaseback Transaction or by casualty event, condemnation event or seizure) (collectively, for purposes of this definition, a “transfer”), in one transaction or a series of related transactions, of any assets of the Borrower or any of its Restricted Subsidiaries.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee, with the consent of any Person whose consent is required by Section 10.04, and accepted by the Administrative Agent, in the form of Exhibit A or any other form reasonably approved by the Administrative Agent.

4

“Attributable Indebtedness,” when used with respect to any Sale and Leaseback Transaction, means, as at the time of determination, the present value of the total obligations of the lessee for rental payments during the remaining term of the lease included in any such Sale and Leaseback Transaction. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction determined in accordance with GAAP; provided, however, that if such Sale and Leaseback Transaction results in a Capitalized Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capitalized Lease Obligation.”

“Available Amount” means, as of any date, (a) the sum, without duplication, of (i) the aggregate cumulative amount of any Retained Excess Cash Flow, beginning with the fiscal year ending December 31, 2020, (ii) the net cash proceeds received after the Closing Date and on or prior to such date of any sale of Equity Interests by, or capital contribution to, the Borrower (which, in the case of any such sale of Equity Interests, are not Disqualified Equity Interests), (iii) the aggregate amount of remaining Declined Proceeds during the period from the Business Day immediately following the Closing Date, (iv) the cash proceeds of any Indebtedness of the Borrower and any of its Subsidiaries issued after the Closing Date (other than Disqualified Equity Interests or Indebtedness issued to the Borrower or any of its Subsidiaries) which has been converted into or exchanged for Equity Interests of the Borrower or any Subsidiary that does not constitute Disqualified Equity Interests during the period from and including the Business Day immediately following the Closing Date, (v) the Net Proceeds received by the Borrower or any Subsidiary from any Investments permitted under Section 6.03(a) plus returns, profits, distributions and similar amounts received in cash or Cash Equivalents by the Borrower and its Subsidiaries from Investments permitted under Section 6.03(a), in each case, not to exceed the original amount of such Investment and (vi) the amount of any Investments permitted under Section 6.03(a) by the Borrower or any Restricted Subsidiary in any Unrestricted Subsidiary that has been Redesignated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or is liquidated, wound up or dissolved into, the Borrower or any Restricted Subsidiary in an amount not to exceed the lesser of (A) the fair market value (as reasonably determined by the Borrower in good faith) of the original amount of such Investment and (B) the fair market value (as reasonably determined by the Borrower in good faith) of such Investment at the time of such Redesignation, merger, consolidation, amalgamation, liquidation, wind-up or dissolution, in each case, from and including the Business Day immediately following the Closing Date, less (b) the sum of any Available Amount used to make Restricted Payments pursuant to Section 6.02(a) and Investments pursuant to Section 6.03(a) (provided that, for purposes of determining the Available Amount that is available for a contemplated transaction, this clause (b) shall be determined prior to giving effect to any intended usage of the Available Amount for such transaction).

“Aviation Authority” means, in respect of an Aircraft, the aviation authority of the Country of Registration of that Aircraft and any successors thereto or other Governmental Authority which shall have control or supervision of civil aviation in the Country of Registration or have jurisdiction over the registration, airworthiness or operation of, or other matters relating to, that Aircraft.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

5

“Bankruptcy Court” has the meaning assigned to such term in Section 4.01(a).

“Bankruptcy Law” means the Bankruptcy Code or any similar federal, state or foreign law for the relief of debtors.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Board of Directors” means, with respect to any Person, the board of directors or comparable governing body of such Person.

“Board of Governors” means the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower” has the meaning assigned to such term in the recitals hereto.

“Borrowing” means Loans of the same Type made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect.

“Borrowing Request” means a written request by the Borrower for a Borrowing in accordance with Section 2.03 which shall be in the form of Exhibit B or any other form approved by the Administrative Agent.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that when used in connection with a Eurocurrency Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“Cape Town Convention” means, collectively, the Aircraft Protocol, the Convention, the International Registry Procedures and the International Registry Regulations, and all other rules, amendments, supplements, modifications, and revisions thereto.

“Capitalized Lease” means a lease required to be capitalized for financial reporting purposes in accordance with GAAP as in effect on the date hereof; provided that any lease for use of aircraft, engines or related equipment entered into by the Borrower or any of its Subsidiaries as lessee which, but for the amendments to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842) on February 25, 2016 would not be required to be capitalized under GAAP, shall not constitute a “Capitalized Lease” for purposes hereof.

6

“Capitalized Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under a Capitalized Lease, and the amount of such obligation shall be the capitalized amount thereof determined in accordance with GAAP, and the maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Cash Equivalents” means:

(1) marketable obligations with a maturity of not more than one year from the date of acquisition and directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof);

(2) demand and time deposits and certificates of deposit or acceptances with a maturity of 365 days or less of any financial institution that is a member of the Federal Reserve System having combined capital and surplus and undivided profits of not less than $500,000,000 and is rated at least Baa3 by Moody’s or an equivalent rating by any other nationally recognized statistical rating agency or agencies;

(3) commercial paper maturing no more than 270 days from the date of creation thereof issued by a Person that is not the Borrower or an Affiliate of the Borrower and is organized under the laws of any State of the United States of America or the District of Columbia and rated at least A-1 by S&P or at least P-1 by Moody’s;

(4) repurchase obligations with a term of not more than ten days for underlying securities of the types described in clause (1) above entered into with any commercial bank meeting the specifications of clause (2) above;

(5) investments in money market or other mutual funds substantially all of whose assets comprise securities of the types described in clauses (1) through (4) above;

(6) overnight bank deposits and bankers’ acceptances at any commercial bank meeting the qualifications specified in clause (2) above; and

(7) deposits available for withdrawal on demand with any commercial bank not meeting the qualifications specified in clause (2) above but which is organized under the laws of (a) any country that is a member of the Organization for Economic Cooperation and Development (“OECD”) and has total assets in excess of $500,000,000 or (b) any other country in which the Borrower or any Restricted Subsidiary maintains an office or is engaged in a Permitted Business, provided that, in either case, (A) all such deposits are required to be made in such accounts in the ordinary course of business, (B) such deposits do not at any one time exceed $10,000,000 in the aggregate and (C) no funds so deposited remain on deposit in such bank for more than 30 days.

“Cash Management Bank” means any Person that was an Agent, a Lender or an Affiliate of any Agent or a Lender at the time it entered into a Treasury Services Agreement in its capacity as a party thereto and (other than a Person already party hereto as a Lender) that delivers to the Administrative Agent and the Collateral Agent a letter agreement reasonably satisfactory to the Administrative Agent and the Collateral Agent (a) appointing the Collateral Agent as its agent under the applicable Loan Documents and (b) agreeing to be bound by Article VIII, Section 10.03, Section 10.09 and Section 10.10 as if it were a Lender

“Cash Management Obligations” means the obligations owed by the Borrower or any Restricted Subsidiary to any Cash Management Bank under any Treasury Services Agreements.

“CFC” means any Subsidiary described in Section 957(a) of the Code.

7

“CFIUS” means the Committee on Foreign Investment in the United States, including any member agency acting in its capacity thereof.

“CFIUS Clearance” as applicable and/or required, shall have been satisfied if: (i) the Collateral Agent, the Borrower, and the Guarantors (collectively, the “CFIUS Parties”) have received written confirmation that any Enforcement Action Transaction is not a “covered transaction” or “pilot program covered transaction” as those terms are defined by 31 C.F.R. Parts 800 and 801, and therefore is not subject to review by CFIUS; (ii) as a result of a joint voluntary notice or critical technology pilot program declaration submitted to CFIUS, the CFIUS Parties receive written notice confirming that either (a) the review of the Enforcement Action Transaction under the DPA has concluded and that CFIUS has determined that there are no unresolved national security concerns with respect to the Enforcement Action Transaction, (b) CFIUS has concluded all action under Section 721 of the DPA with respect to the Enforcement Action Transaction, or (c) CFIUS shall have sent a report to the President of the United States (the “President”) requesting the President’s decision or determination with regard to the Enforcement Action Transaction and either (A) the period under the DPA during which the President may announce his decision to take action to suspend, prohibit, or place any limitations on the Enforcement Action Transaction shall have expired without any such action being announced or taken or (B) the President shall have announced a decision not to take any action to suspend or prohibit the Enforcement Action Transaction; or (iii) the CFIUS Parties receive written confirmation that CFIUS is not able to complete action under Section 721 of the DPA with respect to the Enforcement Action Transaction on the basis of a CFIUS declaration, CFIUS has not requested that the CFIUS Parties submit a CFIUS notice, and CFIUS has not initiated a unilateral CFIUS review of the Enforcement Action Transaction.

“CFIUS Parties” has the meaning assigned to such term in the definition of “CFIUS Clearance”.

“Change of Control” means the occurrence of any of the following events:

(1) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of Voting Stock representing more than 50% of the voting power of the total outstanding Voting Stock of the Borrower;

(2) subject to the last sentence of this definition, any sale, lease, transfer, conveyance or other disposition (in one transaction or a series of related transactions) of all or substantially all of the properties or assets of the Borrower and its Restricted Subsidiaries, taken as a whole, to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act, together with any Affiliates thereof (whether or not otherwise in compliance with the provisions of this Agreement), unless immediately following such sale, lease transfer, conveyance or other disposition in compliance with this Agreement such properties or assets are owned, directly or indirectly, by the Borrower or a Restricted Subsidiary of the Borrower; or

(3) a “change of control” or similar event shall have occurred under the ABL Facility or under any Material Indebtedness.

Notwithstanding anything to the contrary herein, an Air Medical Segment Sale shall not constitute a Change of Control.

“Change in Law” means the occurrence, after the date of this Agreement (or with respect to any Lender or Participant, if later, the date on which such Lender becomes a Lender or acquires a participation hereunder, as applicable), of any of the following: (a) the adoption of any rule, regulation, treaty or other law, (b) any change in any rule, regulation, treaty or other law or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline

8

or directive (whether or not having the force of law) of any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted, promulgated or issued.

“Chapter 11 Cases” means the voluntary cases commenced under chapter 11 of the Bankruptcy Code by PHI, Inc. and certain of its Subsidiaries in the Bankruptcy Court jointly administered under Case No. 19-30923-hdh11.

“Charges” has the meaning assigned to such term in Section 10.13.

“Closing Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 10.02).

“Closing Date Reorganization” means each transaction undertaken on the Closing Date to effect the changes in the corporate structure of the Borrower and Subsidiaries described in Schedule 3.11; provided that, after giving effect to such transaction, the security interests of the Secured Parties in the Collateral and the Guarantees of the Obligations, taken as a whole, would not be materially impaired as a result thereof.

“Code” means the Internal Revenue Code of 1986.

“Collateral” means any and all assets, whether real or personal, tangible or intangible, on which Liens are purported to be granted pursuant to the Security Documents as security for the Obligations. For the avoidance of doubt, “Collateral” includes Aircraft Collateral but excludes (i) ABL Collateral and (ii) any assets owned by a Subsidiary that is a CFC or a FSHCO.

“Collateral Agent” means Credit Suisse AG, Cayman Islands Branch, in its capacity as collateral agent under the applicable Loan Documents.

“Commitment” means, with respect to each Lender, the aggregate commitment of such Lender to make Loans on the Closing Date and any Incremental Loan Commitment of such Lender, expressed as an amount representing the maximum principal amount of Loans to be made by such Lender. The amount of each Lender’s Commitment is set forth on Schedule 2.01. The aggregate amount of the Lenders’ Commitments as of the Closing Date is $225,000,000.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Commodity Hedge Agreement” means any agreement (including each confirmation entered into pursuant to any Master Agreement) providing for any swap, cap, collar, put, call, floor, future, option, spot, forward, power purchase and sale agreement (including option and heat rate options), tolling agreement, fuel purchase and sale agreement, emissions credit purchase or sale agreement, power transmission agreement, fuel transportation agreement, fuel storage agreement, capacity purchase agreement, fuel supply agreement, energy management agreement, reliability must run agreement, netting agreement or similar agreement entered into in respect of any commodity, whether physical or financial, and any agreement (including any Guarantee, credit sleeve or similar arrangement) providing for credit support for the foregoing.

9

“Compliance Certificate” means a Compliance Certificate in the form of Exhibit H or any other form approved by the Administrative Agent.

“Confirmation Order” has the meaning assigned to such term in Section 4.01(a).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Amortization Expense” for any period means the amortization expense of the Borrower and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Cash Flow” for any period means, without duplication, an amount equal to (i) Consolidated Net Income for such period, plus to the extent (and in the same proportion) deducted in determining Consolidated Net Income, (a) Consolidated Income Tax Expense, (b) Consolidated Amortization Expense (but only to the extent not included in Consolidated Interest Expense), (c) Consolidated Depreciation Expense, (d) Consolidated Interest Expense, (e) the amount of extraordinary, nonrecurring or unusual losses, (f) the amount of any restructuring charges, accruals or reserves; provided that the amounts added-back pursuant to this clause (f), when combined with adjustments pursuant to clause (g)(ii), shall not exceed (x) 25.0% of Consolidated Cash Flow (calculated prior to giving effect to such add-back) for any period ending on or prior to December 31, 2020 and (y) 10.0% of Consolidated Cash Flow (calculated prior to giving effect to such add-back) for any period ending after December 31, 2020, (g) pro forma adjustments, including pro forma “run rate” cost savings, operating expense reductions and other synergies (in each case, net of amounts actually realized) related to acquisitions or dispositions, or related to restructuring initiatives, cost savings initiatives and other initiatives that (i) arise from leases assumed, rejected or replaced in connection with the Chapter 11 Cases or (ii) otherwise are reasonably identifiable and projected by the Borrower in good faith to result from actions that have either been taken, with respect to which substantial steps have been taken or are that are expected to be taken within six fiscal quarters after the date of consummation of such acquisition, disposition or the initiation of such restructuring initiative, cost savings initiative or other initiatives (it is understood and agreed that “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken); provided that amounts added-back pursuant to this clause (g)(ii), when combined with adjustments pursuant to clause (f), shall not exceed (x) 25.0% of Consolidated Cash Flow (calculated prior to giving effect to such add-back) for any period ending on or prior to December 31, 2020 and (y) 10.0% of Consolidated Cash Flow (calculated prior to giving effect to such add-back) for any period ending after December 31, 2020; provided, further, that such cap shall not apply to adjustments made in accordance with Regulation S-X; provided, further, in the case of the foregoing clauses (f) and (g)(ii), such adjustments shall be permitted only to the extent they are supported by a certificate executed by a Financial Officer of the Borrower and delivered to the Administrative Agent, (h) reasonable out-of-pocket fees and expenses paid in connection with (1) Investments and other non-ordinary course transactions that have been consummated and (2) failed acquisitions, other Investments, and other non-ordinary course transactions that have not been (and will not be) consummated, in an aggregate amount, solely with respect to this clause (2), not to exceed $1,000,000 in the aggregate during any trailing 12-month period, (i) non-recurring expenses and fees in connection with the Chapter 11 Cases, including, but not limited to, professional fees, severance payments and retention bonus payments, (j) fees paid to the Administrative Agent and the Lenders to the extent not included above, (k) realized foreign exchange losses resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of such Person and its Restricted Subsidiaries and (l) all other non-cash items reducing Consolidated Net Income (excluding any non-cash charge that results in an accrual of a reserve for cash charges in any future period) for such period, in each case determined on a consolidated basis in accordance with GAAP, minus (ii) the aggregate amount of all non-cash items, determined on a

10

consolidated basis, to the extent such items increased Consolidated Net Income for such period; provided that there shall be excluded from Consolidated Cash Flow (to the extent otherwise included therein) any positive Consolidated Cash Flow derived from any Restricted Subsidiary during such period to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of that Consolidated Cash Flow is not permitted directly or indirectly by any means, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary during such period.

“Consolidated Depreciation Expense” for any period means the depreciation expense of the Borrower and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Income Tax Expense” for any period means the provision for income taxes of the Borrower and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” for any period means the sum, without duplication, of the total interest expense of the Borrower and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP and including without duplication, (a) interest components of all payments associated with Capitalized Lease Obligations and imputed interest with respect to Attributable Indebtedness, (b) commissions, discounts and other fees and charges owed with respect to letters of credit securing financial obligations, bankers’ acceptance financing and receivables financings, (c) the net payments associated with Interest Rate Hedge Agreements, (d) amortization of debt issuance costs, debt discount or premium and other financing fees and expenses, (e) the interest component of any deferred payment obligations, (f) all other non-cash interest expense, (g) capitalized interest, (h) the product of (x) all dividend payments on any series of Disqualified Equity Interests of the Borrower or any Preferred Stock of any Restricted Subsidiary (other than any such Disqualified Equity Interests or any Preferred Stock held by the Borrower or a Wholly-Owned Restricted Subsidiary), multiplied by (y) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of the Borrower and the Restricted Subsidiaries, expressed as a decimal, (i) all interest payable with respect to discontinued operations, and (j) all interest on any Indebtedness of any other Person guaranteed by the Borrower or any Restricted Subsidiary.

“Consolidated Net Income” for any period means the net income (or loss) of the Borrower and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein), without duplication:

(1) the net income (or loss) of any Person (other than a Restricted Subsidiary) in which any Person other than the Borrower and the Restricted Subsidiaries has an ownership interest (which interest does not cause the net income of such other Person to be consolidated with the net income of the Borrower and the Restricted Subsidiaries in accordance with GAAP), except to the extent that cash in an amount equal to any such income has actually been received by the Borrower or any of its Restricted Subsidiaries during such period;

(2) except to the extent includible in the consolidated net income of the Borrower pursuant to the foregoing clause (1), the net income (or loss) of any Person that accrued prior to the date that (a) such Person becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or (b) the assets of such Person are acquired by the Borrower or any Restricted Subsidiary;

11

(3) the net income of any Restricted Subsidiary during such period to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of that income is not permitted, directly or indirectly by any means, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary during such period, except that the Borrower’s equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining Consolidated Net Income;

(4) the aggregate amount of non-cash losses on the disposition of property by the Borrower and its Restricted Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income;

(5) in the case of a successor to the Borrower by consolidation, merger or transfer of its assets, any income (or loss) of the successor prior to such merger, consolidation or transfer of assets;

(6) any gain (or loss), together with any related provisions for taxes on any such gain (or the tax effect of any such loss), realized during such period by the Borrower or any Restricted Subsidiary upon (a) the acquisition of any securities, or the extinguishment of any Indebtedness, of the Borrower or any Restricted Subsidiary or (b) any Asset Sale by the Borrower or any Restricted Subsidiary; and

(7) any extraordinary gain (or extraordinary loss), together with any related provision for taxes on any such extraordinary gain (or the tax effect of any such extraordinary loss), realized by the Borrower or any Restricted Subsidiary during such period.

“Consolidated Net Total Leverage Ratio” means, as of any date of determination (the “Transaction Date”), the ratio of (a) Total Net Debt as of the last day of the Four-Quarter Period most recently ended as of such date to (b) the aggregate amount of Consolidated Cash Flow for the Four-Quarter Period most recently ended as of such date, all determined on a consolidated basis in accordance with GAAP. For purposes of this definition, Consolidated Cash Flow shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

(1) the incurrence of any Indebtedness or the issuance of any Disqualified Equity Interests of the Borrower or any Preferred Stock of any Restricted Subsidiary (and the application of the proceeds therefrom) and any repayment of other Indebtedness or redemption of other Preferred Stock (and the application of the proceeds therefrom) (other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to any revolving credit arrangement) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such incurrence, repayment, issuance or redemption, as the case may be, (and the application of the proceeds thereof) occurred on the first day of the Four-Quarter Period; and

(2) any Asset Sale or other disposition or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of the Borrower or any Restricted Subsidiary (including any Person who becomes a Restricted Subsidiary as a result of such Asset Acquisition) incurring Acquired Indebtedness and also including any Consolidated Cash Flow (including any pro forma expense and cost reductions calculated on a basis consistent with any such Asset Acquisition as determined in good faith by the Chief Financial Officer of the Borrower in accordance with Regulation S-X other than Regulation S-X’s requirements for direct attribution)) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or Asset Acquisition or other disposition (including the incurrence of, or assumption of liability for, any such Indebtedness or Acquired Indebtedness) occurred on the first day of the Four-Quarter Period.

12

If the Borrower or any Restricted Subsidiary directly or indirectly Guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of such Guaranteed Indebtedness as if the Borrower or such Restricted Subsidiary had directly incurred or otherwise assumed such Guaranteed Indebtedness.

“Contractual Obligation” means, as applied to any Person, any provision of any Equity Interest issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Convention” means the Convention on International Interests in Mobile Equipment, signed contemporaneously with the Protocol to the Convention on International Interests in Mobile equipment on Matters Specific to Aircraft Equipment in Cape Town, South Africa on November 16, 2001, as may be amended and supplemented from time to time.

“Country of Registration” means in respect of an Aircraft, the jurisdiction shown in the most recent Aircraft Collateral Certificate in respect of that Aircraft.

“Credit Agreement Refinancing Indebtedness” means (a) Permitted Pari Passu Refinancing Debt, (b) Permitted Junior Refinancing Debt, or (c) Permitted Unsecured Refinancing Debt obtained pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, existing Loans, Incremental Loans or Refinancing Loans hereunder (including any successive Credit Agreement Refinancing Indebtedness) (“Refinanced Credit Agreement Debt”); provided that (i) such extending, renewing or refinancing Indebtedness is in an original aggregate principal amount not greater than (A) the aggregate principal amount of the Refinanced Credit Agreement Debt, plus (B) accrued and unpaid interest thereon, any fees, premiums, accrued interest associated therewith, or other reasonable amount paid, and fees, costs and expenses, commissions or underwriting discounts incurred in connection therewith, (ii) such Indebtedness (x) does not have a maturity date or have any mandatory prepayment or redemption features (other than customary asset sale events, insurance and condemnation proceeds events, change of control offers or events of default, AHYDO catch-up payments and excess cash flow and indebtedness sweeps), in each case prior to the date that is ninety-one (91) days after the Maturity Date at the time such Indebtedness is incurred and (y) does not have a shorter weighted average life to maturity than the Loans, (iii) such Indebtedness is not guaranteed by any Affiliates of the Borrower that are not Guarantors, (iv) if such Indebtedness is secured by the Collateral, a representative acting on behalf of the holders of such Indebtedness has become party to an intercreditor agreement on terms that are reasonably satisfactory to the Administrative Agent and the Collateral Agent, if such Indebtedness is secured on a pari passu or junior basis with the Obligations, (v) to the extent secured, any such Indebtedness is not secured by assets not constituting Collateral, (vi) any such Indebtedness that is payment subordinated shall be subject to a subordination agreement on terms that are reasonably acceptable to the Administrative Agent, the Required Lenders and the Borrower, (vii) the terms and conditions of such Indebtedness (excluding pricing, interest rate margins, rate floors, discounts, premiums, fees, and prepayment or redemption terms and provisions which shall be determined by the Borrower) are not materially more restrictive to the Borrower and its Subsidiaries (when taken as a whole) than the terms and conditions of this Agreement (when taken as a whole) (except for covenants or other provisions applicable only to periods after the applicable Maturity Date) (it being understood that to the extent that any financial maintenance covenant is added for the benefit of any such Indebtedness or a materially more restrictive term is provided for the benefit of such Indebtedness, no consent shall be required from the Administrative Agent if such financial covenant or other terms are added to this Agreement), and (viii) such Refinanced Credit Agreement Debt (other than unasserted contingent indemnification or reimbursement obligations and letters of credit that have been cash collateralized, rolled into another credit facility or backstopped in accordance

13

with the terms thereof) shall be repaid, defeased or satisfied and discharged, and (unless otherwise agreed by all Lenders holding such Refinanced Credit Agreement Debt) all accrued interest, fees and premiums (if any) in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained; provided, further, that a certificate delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirements of this definition, shall be conclusive evidence that such terms and conditions satisfy the requirements of this definition unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees).

“Credit Facilities” means one or more debt facilities, loan agreements, indentures, notes, letter of credit facilities or other agreements or instruments (which may be outstanding at the same time and including, without limitation, the ABL Facility and the letter of credit facilities) providing for revolving credit loans, term loans, letters of credit or debt securities and, in each case, as such agreements or instruments may be amended, amended and restated, supplemented, modified, refinanced, replaced or otherwise restructured, in whole or in part from time to time (including increasing the amount of available borrowings thereunder or adding Subsidiaries of the Borrower as additional borrowers or guarantors thereunder) with respect to all or any portion of the Indebtedness under such agreement or instruments or any successor or replacement agreement or instruments and whether by the same or any other agent, lender, group of lenders or investors.

“Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

“Debt Fund Affiliate” means (a) any fund managed by, or under common management with any Permitted Holder, (b) any other Affiliate of a Permitted Holder (other than Borrower or a Subsidiary of Borrower) that is a bona fide debt fund or an investment vehicle that is engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course, is not organized for the purpose of making equity investments, and with respect to which (i) any such Debt Fund Affiliate has in place customary information barriers between it and the Permitted Holder and any affiliate of the Permitted Holder that is not primarily engaged in the investing activities described above, (ii) its managers have fiduciary duties to the investors thereof independent of and in addition to their duties to the Investor and any affiliate of the Permitted Holder, and (iii) the Permitted Holder and investment vehicles managed or advised by the Permitted Holder that are not engaged primarily in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course do not, either directly or indirectly, make investment decisions for such Person.

“Declined Proceeds” has the meaning assigned to such term in Section 2.10(i).

“Default” means any Event of Default or any event, act or condition that, after notice or the passage of time or both, would be an Event of Default.

“Defaulting Lender” means any Lender that has (a) failed to fund any portion of its Loans within one Business Day of the date on which such funding is required hereunder, (b) notified the Borrower, the Administrative Agent or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement or provided any written notification to any Person to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements in which it commits to extend credit, (c) failed, within three Business Days after request by the Administrative Agent (whether acting on its own behalf or at the reasonable request of the

14

Borrower (it being understood that the Administrative Agent shall comply with any such reasonable request)), to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute or subsequently cured, or (e)(i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy, insolvency or similar proceeding or (i) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian, appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.

“Designation” has the meaning assigned to such term in Section 5.18. “Designated” has the meaning corollary thereto.

“Designation Amount” has the meaning assigned to such term in Section 5.18.

“Disclosed Existing Sublease” means each Disclosed Sublease set forth in Schedule 3.20 on the Closing Date in respect of which the Disclosed Sublessee is not an Affiliate of the Borrower.

“Disclosed Sublease” means, in respect of an Aircraft included as Aircraft Collateral, any lease and/or sublease of that Aircraft as shown in Schedule 3.20.

“Disclosed Sublessee” means, in respect of a Disclosed Sublease and an Aircraft included as Aircraft Collateral, the Person so shown in Schedule 3.20 in respect of that Disclosed Sublease and Aircraft.

“Disqualified Equity Interests” of any Person means any Equity Interests of such Person that, by their terms, or by the terms of any related agreement or of any security into which they are convertible, puttable or exchangeable, are, or upon the happening of any event or the passage of time would be, required to be redeemed by such Person, whether or not at the option of the holder thereof, or mature or are mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, on or prior to the date which is 91 days after the final maturity date of the Loans; provided, however, that any class of Equity Interests of such Person that, by its terms, authorizes such Person to satisfy in full its obligations upon maturity or redemption (pursuant to a sinking fund or otherwise) thereof or otherwise by the delivery of Equity Interests that are not Disqualified Equity Interests, and that are not convertible, puttable or exchangeable for Disqualified Equity Interests or Indebtedness, will not be deemed to be Disqualified Equity Interests so long as such Person satisfies its obligations with respect thereto solely by the delivery of Equity Interests that are not Disqualified Equity Interests.

“Domestic Subsidiary” means any Subsidiary other than a Foreign Subsidiary.

“DPA” means Section 721 of the Defense Production Act of 1950, as amended (50 U.S.C. § 4565), and all rules and regulations thereunder, including as codified at 31 C.F.R. Part 800 and Part 801.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

15

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, (d) any Person that upon satisfaction of the requirements of Section 10.04(e) would constitute an Affiliated Lender, and (e) any other Person approved by the Administrative Agent, other than, in each case, (i) a natural person, (ii) a Defaulting Lender, or (iii) the Borrower or any of its Affiliates (except to the extent permitted pursuant to the foregoing clause (d)).

“Enforcement Action Transaction” has the meaning assigned to such term in Section 5.17(b).

“Engine” means (i) each of the engines described in the most recent Aircraft Collateral Certificate (and all accessories considered as part of the engine higher assembly), whether or not installed on an Airframe or other airframe from time to time, (ii) any Permitted Substitute, as defined in the applicable Aircraft Mortgage (and all accessories considered as part of the engine higher assembly), which becomes subject to the terms of such Aircraft Mortgage pursuant to the terms thereof, (iii) a Spare Engine to the extent it is, at any time, part of the Collateral and (iv) any and all related Parts and, in each case, shall exclude (a) any Engine subject to an Asset Sale permitted under Section 6.07 and (b) any Engine replaced by a Permitted Substitute in accordance with clause (ii) above and the Aircraft Mortgage.

“Environment” means ambient air, indoor air, surface water, groundwater, drinking water, land surface, sediments, and subsurface strata & natural resources such as wetlands, flora and fauna.

“Environmental Claim” means any investigation, written notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other legally binding order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Materials or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to natural resources, the Environment or human health or safety as it relates to exposure to Hazardous Materials.

“Environmental Laws” means any and all applicable current or future foreign or domestic, federal or state (or any subdivision of either of them), statutes, ordinances, orders, rules, regulations, judgments, Governmental Approvals, or any other legally binding requirements of Governmental Authorities relating to (i) protection of the Environment; (ii) any Hazardous Materials Activity, including the Release, generation, use, handling, storage, transportation or treatment of Hazardous Materials; or (iii) human health or safety as it relates to exposure to Hazardous Materials in any manner applicable to the Borrower or any of its Subsidiaries or any Facility.

“Environmental Liability” means any liability, obligation, loss, claim, action, order or cost, contingent or otherwise (including any liability for damages, costs of environmental investigation, monitoring or remediation, fines, penalties and indemnities), directly or indirectly resulting from or based upon (a) a violation of any Environmental Laws, (b) the generation, use, handling, transportation, storage or treatment of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any written contractual agreement, or consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

16

“Equity Interests” of any Person means (1) any and all shares or other equity interests (including common stock, Preferred Stock, limited liability company interests and partnership interests) in such Person and (2) all rights to purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) such shares or other interests in such Person, other than debt securities convertible into capital stock.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or 414(c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414(m) or 414(o) of the Code.

“ERISA Event” means (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived), (b) any failure by any Plan to satisfy the minimum funding standard (within the meaning of Section 412 or 430 of the Code or Section 302 or 303 of ERISA) applicable to such Plan, in each case whether or not waived, (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard with respect to any Plan, (d) a determination that any Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code), (e) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan, (f) the receipt by the Borrower or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (g) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan, (h) the receipt by the Borrower or any of its ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from the Borrower or any of its ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA or in endangered or critical status (within the meaning of Section 305 of ERISA), (i) the occurrence of a “prohibited transaction” with respect to which the Borrower or any ERISA Affiliate is a “disqualified person” (within the meaning of Section 4975 of the Code) or with respect to which the Borrower or any such ERISA Affiliate could otherwise be liable or (j) any other event or condition with respect to a Plan or Multiemployer Plan that could reasonably be expected to result in liability of the Borrower or any ERISA Affiliate under Title IV of ERISA.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Eurocurrency,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, shall bear interest at a rate determined by reference to the Adjusted LIBO Rate.

“Event of Default” has the meaning assigned to such term in Section 7.01.

17

“Excess Cash Flow” means, for any fiscal year, the excess, if any, of:

(a) the sum (without duplication) of:

(i) Consolidated Net Income for such fiscal year;

(ii) depreciation, amortization and other non-cash charges or losses deducted in determining Consolidated Net Income for such fiscal year (but excluding any such non-cash charges representing an accrual or reserve for potential cash items in any future period and excluding amortization of a prepaid cash item that was paid in a prior period);

(iii) the amount, if any, by which Net Working Capital decreased during such fiscal year (except as a result of the reclassification of items from short-term to long-term or vice versa); and

(iv) the aggregate amount of non-cash losses on the disposition of property by the Borrower and its Restricted Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income; minus

(b) the sum, without duplication, of:

(i) the amount of all non-cash credits included in arriving at such Consolidated Net Income;

(ii) the aggregate amount of capital expenditures by the Borrower and its Restricted Subsidiaries made in cash during such fiscal year except to the extent funded by the incurrence of long term Indebtedness or from equity contributions made to, or the proceeds of Equity Interest issued by, the Borrower;

(iii) the aggregate principal amount of long-term Indebtedness or Capitalized Lease Obligations repurchased, repaid or prepaid (including mandatorily) by the Borrower and its Restricted Subsidiaries during such fiscal year to the extent permitted under this Agreement, including any mandatory prepayment of the Loans from Asset Sales, but excluding (x) repayments of revolving Indebtedness, (y) voluntary prepayments of the Loans and (z) repurchases, repayments or prepayments of Incremental Equivalent Debt;

(iv) the amount of proceeds from any business interruption insurance or similar insurance proceeds received by the Borrower or any Restricted Subsidiary in such period to the extent payable as the result of a loss (net of any costs associated with such business interruption unless such costs were included in the determination of Consolidated Net Income in a prior period);

(v) the amount of Restricted Payments paid in cash during such period pursuant to Section 6.02(f) (but only to the extent not otherwise deducted in calculating Consolidated Net Income);

(vi) the amount of cash taxes paid in such period (and tax reserves set aside or payable within 12 months of such period) to the extent they exceed the amount of tax expenses deducted in determining Consolidated Net Income for such period;

(vii) the aggregate amount of non-cash gains on the disposition of property by the Borrower and its Restricted Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income;

18

(viii) expenses deducted from Consolidated Net Income during such period to the extent a deduction was made from Consolidated Net Income in a prior period with respect to such expense as a non-cash charge representing an accrual or reserve with respect to such expenses and such non-cash charge was not included in Excess Cash Flow for such prior period by operation of the parenthetical in clause (a)(ii);

(ix) the amount of cash interest expense paid in such period to the extent exceeding the amount of cash interest expense deducted in determining Consolidated Net Income for such period;

(x) the amount of cash interest expense deducted from Consolidated Net Income during such period to the extent a deduction was made to Excess Cash Flow pursuant to clause (ix) in a prior period with respect to such cash interest expense.

“Excess Cash Flow Payment Date” has the meaning assigned to such term in Section 2.10(e).

“Excess Cash Flow Period” means each fiscal year of the Borrower, commencing with the fiscal year of the Borrower ending on December 31, 2020.

“Exchange Act” means the United States Securities Exchange Act of 1934.

“Exchange Currency” has the meaning assigned to such term in the definition of “Exchange Rate”.

“Exchange Rate” means, on any day, with respect to any currency (the “Initial Currency”), the rate at which such currency may be exchanged into another currency (the “Exchange Currency”), as set forth at approximately 11:00 a.m. (London time) on such day on the Reuters World Currency Page for the Initial Currency; in the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be reasonably selected by the Administrative Agent (in consultation with the Borrower), or, in the absence of such available service, such Exchange Rate shall instead be the arithmetic average of the exchange rates of the Administrative Agent in the market where its foreign currency exchange operations in respect of the Initial Currency are then being conducted, at or about 10:00 a.m. (New York City time) on such date for the purchase of the Exchange Currency for delivery two (2) Business Days later; provided, that if at the time of any such determination, no such exchange rate can reasonably be quoted, the Administrative Agent may use any reasonable method as it deems applicable to determine such rate, and such determination shall be conclusive absent manifest error.

“Excluded Equity Interests” means, with respect to (a) (i) any CFC, (ii) any direct or indirect Subsidiary of the Borrower that owns no material assets (directly or through Subsidiaries) other than Equity Interests of one or more CFCs (a “FSHCO”), or (iii) any direct or indirect Subsidiary of a Foreign Subsidiary of the Borrower that is a CFC or any direct or indirect Subsidiary of a Subsidiary of the Borrower that is a FSHCO, any Equity Interests of such Subsidiary other than with respect to (i) or (ii) (A) 65% of the Voting Stock and (B) 100% of the non-voting Equity Interests, (b) any non-wholly owned Subsidiary of the Borrower, any Equity Interests of such Subsidiary, (c) any Subsidiary of the Borrower, any Equity Interests which constitute margin stock (within the meaning of Regulation U issued by the Board of Governors), (d) any Unrestricted Subsidiary, any Equity Interests of such Unrestricted Subsidiary, and (e) any Immaterial Domestic Subsidiary, any Equity Interests of such Immaterial Domestic Subsidiary which are certificated.

19

“Excluded Hedge Obligation” means, with respect to any Guarantor, (a) any Hedge Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Hedge Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (i) by virtue of such Guarantor’s failure to constitute an “eligible contract participant,” as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving effect to any applicable keepwell, support, or other agreement for the benefit of such Guarantor and any and all applicable Guarantees of such Guarantor’s Hedge Obligations by other Loan Parties), at the time the Guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Hedge Obligation or (ii) in the case of a Hedge Obligation that is subject to a clearing requirement pursuant to Section 2(h) of the Commodity Exchange Act, because such Guarantor is a “financial entity,” as defined in Section 2(h)(7)(C) of the Commodity Exchange Act, at the time the Guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Hedge Obligation or (b) any other Hedge Obligation designated as an “Excluded Hedge Obligation” of such Guarantor as specified in any agreement between the relevant Loan Parties and Hedge Bank applicable to such Hedge Obligations. If a Hedge Obligation arises under a Master Agreement governing more than one Hedge Contract, such exclusion shall apply only to the portion of such Hedge Obligation that is attributable to the Hedge Contract for which such Guarantee or security interest is or becomes excluded in accordance with the first sentence of this definition.

“Excluded Information” means any non-public information with respect to the Borrower or any of its Subsidiaries to the extent such information could have a material effect upon, or otherwise be material to, an assigning Lender’s decision to assign Loans.

“Excluded Subsidiary” means any Subsidiary of the Borrower (a) that is a FSHCO, (b) that is a CFC, (c) that is a direct or indirect Subsidiary of a CFC or FSHCO, (d) that is or has been Designated as an Unrestricted Subsidiary, (e) that is not permitted by law or regulation to provide a Guarantee of the Obligations or would require governmental or regulatory consent, approval, license or authorization to provide such Guarantee (unless such consent, approval, license or authorization has been received), (f) an Immaterial Domestic Subsidiary, (g) any Restricted Subsidiary acquired after the Closing Date which is prohibited by Contractual Obligation (including the terms of any Acquired Indebtedness) on the date such Subsidiary is acquired (so long as such Subsidiary does not become subject to such prohibition in contemplation of such acquisition) to the extent, and for so long as, such contractual provision or Acquired Indebtedness prohibits such Subsidiary from becoming a Guarantor, or (h) with respect to which, in the reasonable judgment of the Administrative Agent, the cost or other consequences of providing a Guarantee of the Obligations and security for the Obligations would be excessive in relation to the benefits to be obtained by the Secured Parties therefrom.

“Excluded Taxes” means, with respect to any payment made by any Loan Party under this Agreement or any other Loan Document, any of the following Taxes imposed on or with respect to a Recipient: (a) income, franchise or similar Taxes imposed on (or measured by) its net income by the jurisdiction under the laws of which it is organized or in which its principal office is located, or in which it is doing business, or, in the case of any Lender, in which its applicable lending office is located, or that are Other Connection Taxes, (b) any branch profits Taxes imposed by a jurisdiction in clause (a), (c) in the case of a Lender (other than an assignee pursuant to a request by the Borrower under Section 2.18(b)), any U.S. federal withholding Taxes imposed under any Law in effect on the date such Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from any Loan Party with respect to such withholding Taxes pursuant to Section 2.16, (d) Taxes attributable to such Lender’s failure to comply with Section 2.16(e), and (e) any Taxes imposed under FATCA.

20

“Executive Officer” means, as to any Person, any individual holding the position of chairman of the Board of Directors, president, chief executive officer, chief financial officer, chief operating officer, chief compliance officer, executive vice president – finance, chief legal officer of such Person or any other executive officer of such Person having substantially the same authority and responsibility as any of the foregoing.

“Existing Debt Refinancing” means the payment in full, and satisfaction and discharge of, all Indebtedness under (a) that certain Loan Agreement, dated September 28, 2018 (as amended, restated, supplemented or otherwise modified from time to time), by and among PHI, Inc., as borrower, certain subsidiaries of PHI, Inc. as guarantors party thereto, and Thirty Two, L.L.C., as lender and (b) that certain financing agreement, dated March 13, 2019 (as amended, restated, supplemented or otherwise modified from time to time), by and among PHI, Inc., as borrower, certain subsidiaries of PHI, Inc. as guarantors party thereto, the lenders from time to time party thereto, and Blue Torch Finance L.L.C., as administrative agent and collateral agent.

“Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Loans of such Lender; provided that, at any time prior to the making of the Loans, the Exposure of any Lender shall be equal to such Lender’s Commitment.

“Extended Loans” has the meaning assigned to such term in Section 2.20(a).

“Extended Maturity Date” has the meaning assigned to such term in Section 2.20(c).

“Extending Lenders” has the meaning assigned to such term in Section 2.20(c).

“Extension Effective Date” has the meaning assigned to such term in Section 2.20(c).

“Extension Request” has the meaning assigned to such term in Section 2.20(a).

“Facility” means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by the Borrower or any of its Subsidiaries or any of their respective predecessors or Affiliates.

“Fair Market Value” means, with respect to any asset or Investment, the price (after taking into account any liabilities relating to such asset or Investment) that would be negotiated in an arm’s-length transaction for cash between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction, as such price is determined in good faith by (a) if such price is less than $5,000,000, any Responsible Officer of the Borrower, (b) if such price is $5,000,000 or more, the Board of Directors of the Borrower or a duly authorized committee thereof as evidenced by a resolution of such Board of Directors or committee and (c) if such price is $20,000,000 or more, an opinion or appraisal issued by an independent accounting, appraisal or investment banking firm of national standing.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreements, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“FCPA” means the U.S. Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1 et seq.).

21

“Federal Funds Effective Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, that the Federal Funds Effective Rate, if negative, shall be deemed to be 0.00%.

“Financial Officer” means, with respect to any Person, the chief financial officer, principal accounting officer, treasurer or controller of such Person (or any other officer acting in substantially the same capacity as the foregoing).

“Flood Insurance Laws” means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect of any successor statute thereto, in each case, together with all statutory and regulatory provisions consolidating, amending, replacing, supplementing, implementing or interpreting any of the foregoing, as amended or modified from time to time.

“Foreign Currency” means an official national currency (including the Euro) of any nation other than the United States and which constitutes freely transferable and lawful money under the laws of the country or countries of issuance.

“Foreign Lender” means any Lender (or, if Lender is classified as “disregarded as an entity separate from its owner” within the meaning of Section 301.7701-3(a) of the U.S. Treasury Regulations, the tax owner of any Lender) that is not a U.S. Person.

“Foreign Subsidiary” means any Subsidiary of the Borrower which is not organized under the laws of (x) the United States or any state thereof or (y) the District of Columbia.

“Four-Quarter Period” means the most recent period of four consecutive fiscal quarters of the Borrower for which financial statements are required to be delivered pursuant to Section 5.01(a).

“FSHCO” has the meaning assigned to such term in the definition of “Excluded Equity Interests”.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, as in effect on the Closing Date.

“Governmental Approvals” means all authorizations, consents, approvals, permits, licenses and exemptions of, registrations and filings with, and reports to, Governmental Authorities.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank).

22

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or other obligation; provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount, as of any date of determination, of any Guarantee shall be the principal amount outstanding on such date of Indebtedness or other obligation guaranteed thereby (or, in the case of (i) any Guarantee the terms of which limit the monetary exposure of the guarantor or (ii) any Guarantee of an obligation that does not have a principal amount, the maximum monetary exposure as of such date of the guarantor under such Guarantee (as determined, in the case of clause (i), pursuant to such terms or, in the case of clause (ii), reasonably and in good faith by the chief financial officer of the Borrower)). “Guaranteed” and “Guarantees” have the meanings corollary thereto.

“Guarantors” means, collectively, (a) each Restricted Subsidiary of the Borrower on the Closing Date (other than Excluded Subsidiaries), (b) each other Person that is required to become a Guarantor by the terms of this Agreement after the Closing Date, and (c) solely in respect of any Secured Commodity Hedge Agreement, Secured Loan Document Hedge Agreement or Treasury Services Agreement to which the Borrower is not a party, the Borrower, in each case, until such Person is released from its Loan Guarantee.

“Hazardous Materials” means any chemical, waste, material or substance, which is classified, characterized or regulated by any Governmental Authority or under Environmental Laws, including but not limited to petroleum, petroleum hydrocarbons or petroleum products, petroleum by-products, asbestos, asbestos containing materials, polychlorinated biphenyls, chlorofluorocarbons, radon gas or toxic mold.

“Hazardous Materials Activity” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Materials, including the use, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

“Hedge Bank” means any Person that was (a) an Agent, (b) a Lead Arranger, (c) a Lender, or (d) an Affiliate of any Agent or a Lender, in each case, at the time it entered into a Secured Loan Document Hedge Agreement in its capacity as a party thereto and, in each case, (other than a Person already party hereto as a Lender) that delivers to the Administrative Agent and the Collateral Agent a letter agreement reasonably satisfactory to the Administrative Agent and the Collateral Agent (x) appointing the Collateral Agent as its agent under the applicable Loan Documents and (y) agreeing to be bound by Article VIII, Section 10.03, Section 10.09 and Section 10.10 as if it were a Lender.

“Hedge Contract” means (a) any and all rate swap transactions, Interest Rate Hedge Agreements, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, Commodity Hedge Agreements, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is

23

governed by or subject to any Master Agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other similar master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Hedge Obligations” means, with respect to any Person, any obligation of such Person to pay or perform under any Hedge Contract.

“Hedge Termination Value” means, in respect of any one or more Hedge Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Contracts, (a) for any date on or after the date such Hedge Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedge Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge Contracts (which may include a Lender or any Affiliate of a Lender).

“HNZ Group” means each entity or entities created or acquired to undertake the offshore businesses acquired from HNZ Group, Inc. and each subsidiary of each of the foregoing. As of the Closing Date, the HNZ Group consists of HNZ Australia Holdings Pty Limited, HNZ Australia Pty Limited, PHI-HNZ Australia Pty Limited, Petroleum Helicopters Australia Pty Limited, PHI New Zealand HoldCo Limited, HNZ New Zealand Limited, PHI International HoldCo Private Limited, and HNZ Singapore Private Limited.

“Immaterial Domestic Subsidiary” means any Domestic Subsidiary of the Borrower (other than a Subsidiary that is the Borrower or a Subsidiary that is a Guarantor on the Closing Date) designated by the Borrower in writing as an Immaterial Domestic Subsidiary which has assets with a net book value of $3,000,000 or less and annual revenues of $3,000,000 or less; provided that all Domestic Subsidiaries so designated as Immaterial Domestic Subsidiary may not have at any time, in the aggregate, assets with a net book value exceeding $10,000,000 or annual revenues exceeding $10,000,000; and in the event such thresholds are exceeded at any time, and the Borrower does not promptly deliver to Administrative Agent a written notice asserting that such Domestic Subsidiary shall no longer be deemed an Immaterial Domestic Subsidiary, then the most recently designated Immaterial Domestic Subsidiary shall no longer be deemed an Immaterial Domestic Subsidiary. All of the Immaterial Domestic Subsidiaries as of the Closing Date are listed on Schedule 1.01(a) and designated thereon as Immaterial Domestic Subsidiaries.

“Incremental Amount” means, at any time, the sum of:

(a) $10,000,000; plus

(b) the aggregate of the principal amount of any voluntary prepayments of, and debt buybacks (limited to the amount of cash paid) with respect to, the Loans or any Incremental Loans except to the extent funded with proceeds of Credit Agreement Refinancing Indebtedness, Incremental Equivalent Debt or other long-term Indebtedness; less

(c) the sum of (x) the aggregate amount of all Incremental Loan Commitments or other Indebtedness established prior to such time pursuant to Section 2.04 plus (y) the aggregate amount of Indebtedness issued in reliance on Section 6.01(o)(i).

“Incremental Equivalent Debt” has the meaning assigned to such term in Section 6.01(o)(i).

24

“Incremental Term Borrowing” means a Borrowing comprised of Incremental Loans.

“Incremental Term Lender” means a Lender with an Incremental Loan Commitment or an outstanding Incremental Loan.

“Incremental Loan Assumption Agreement” means an Incremental Loan Assumption Agreement among, and in form and substance reasonably satisfactory to, the Borrower, the Administrative Agent and one or more Incremental Term Lenders.

“Incremental Loan Commitment” means the commitment of any Lender, established pursuant to Section 2.04, to make Incremental Loans to the Borrower.

“Incremental Loan Maturity Date” means the final maturity date of any Incremental Loan, as set forth in the applicable Incremental Loan Assumption Agreement.

“Incremental Loan Repayment Dates” means the dates scheduled for the repayment of principal of any Incremental Loan, as set forth in the applicable Incremental Loan Assumption Agreement.

“Incremental Loans” means Loans made by one or more Lenders to the Borrower pursuant to Section 2.01(b). Incremental Loans may be made in the form of additional Loans or, to the extent permitted by Section 2.04 and provided for in the relevant Incremental Loan Assumption Agreement, Other Loans.

“Indebtedness” of any Person at any date means, without duplication:

(1) all liabilities, contingent or otherwise, of such Person for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof);

(2) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments excluding trade payables and accrued expenses incurred by such Person in the ordinary course of business that are not past due more than 90 days after the date on which such accounts payable, accrued expenses, liabilities or other obligations were created or incurred unless being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP;

(3) all obligations of such Person in respect of the face amount of letters of credit or other similar instruments (or reimbursement obligations with respect thereto);

(4) all obligations of such Person to pay the deferred and unpaid purchase price of property or services, except trade payables and accrued expenses incurred by such Person in the ordinary course of business;

(5) the maximum fixed redemption price of all Disqualified Equity Interests of such Person;

(6) all Capitalized Lease Obligations of such Person;

(7) all Indebtedness of others secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person, provided that Indebtedness of the Borrower or its Subsidiaries that is secured by a Lien shall only be counted once in the calculation of the amount of Indebtedness of the Borrower and its Subsidiaries on a consolidated basis;

(8) all Indebtedness of others guaranteed by such Person to the extent of such Guarantee; provided that Indebtedness of the Borrower or its Subsidiaries that is guaranteed by the Borrower or the Borrower’s Subsidiaries shall only be counted once in the calculation of the amount of Indebtedness of the Borrower and its Subsidiaries on a consolidated basis;

25

(9) all Attributable Indebtedness;

(10) to the extent not otherwise included in this definition, the net Hedge Obligations of such Person; and

(11) all obligations of such Person under conditional sale or other title retention agreements relating to assets purchased by such Person.

For purposes of calculating the amount of any non-interest bearing or other discount security, such Indebtedness shall be deemed to be the principal amount thereof that would be shown on the balance sheet of the issuer thereof dated such date prepared in accordance with GAAP, but such security shall be deemed to have been incurred only on the date of the original issuance thereof. The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above, the maximum liability of such Person for any such contingent obligations at such date and, in the case of clause (7), the lesser of (a) the Fair Market Value of any asset subject to a Lien securing the Indebtedness of others and (b) the amount of the Indebtedness secured. For purposes of clause (5), the “maximum fixed redemption or repurchase price” of any Disqualified Equity Interests that do not have a fixed redemption price shall be calculated in accordance with the terms of such Disqualified Equity Interests as if such Disqualified Equity Interests were redeemed on any date on which an amount of Indebtedness outstanding shall be required to be determined pursuant to this Agreement. The amount of any net obligation under any Hedge Contract on any date shall be deemed to be the Hedge Termination Value thereof as of such date.

In addition, “Indebtedness” of any Person shall include Indebtedness described in the preceding paragraph that would not appear as a liability on the balance sheet of such Person if there is recourse, by contract or operation of law, with respect to the payment of such Indebtedness to property or assets of such Person or a Restricted Subsidiary of such Person; and then such Indebtedness shall be included in an amount not to exceed:

(a) the amount of such Indebtedness to the extent that there is recourse, by contract or operation of law, to the property or assets of such Person or a Restricted Subsidiary of such Person; or

(b) if less than the amount determined pursuant to clause (a) immediately above, the actual amount of such Indebtedness that is recourse to such Person or a Restricted Subsidiary of such Person, if the Indebtedness is evidenced by a writing and is for a determinable amount.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by any Loan Party under this Agreement or any other Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitee” has the meaning assigned to such term in Section 10.03(b).

“Independent Director” means a director of the Borrower who:

(1) is independent with respect to the transaction at issue;

(2) does not have any material financial interest in the Borrower or any of its Affiliates (other than as a result of holding securities of the Borrower); and

26

(3) has not and whose Affiliates or affiliated firm has not, at any time during the twelve months prior to the taking of any action hereunder, directly or indirectly, received, or entered into any understanding or agreement to receive, any compensation, payment or other benefit, of any type or form, from the Borrower or any of its Affiliates, other than customary directors’ fees for serving on the Board of Directors of the Borrower or any Affiliate and reimbursement of out-of-pocket expenses for attendance at the Borrower’s or Affiliate’s board and board committee meetings.

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm of nationally recognized standing that is, in the reasonable judgment of the Borrower’s Board of Directors, qualified to perform the task for which it has been engaged and disinterested and independent with respect to the Borrower and its Affiliates.

“Initial Currency” has the meaning assigned to such term in the definition of “Exchange Rate”.

“International Interest” means an “international interest” as defined in the Cape Town Convention.

“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.06, which shall be, in the case of any such written request, in the form of Exhibit D or any other form approved by the Administrative Agent.

“Interest Payment Date” means (a) with respect to any ABR Loan, the last Business Day of each March, June, September and December, and (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, such day or days prior to the last day of such Interest Period as shall occur at intervals of three months’ duration after the first day of such Interest Period.

“Interest Period” means, with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter (or, if agreed to by each Lender participating therein, twelve months thereafter), as the Borrower may elect; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, and (c) no Interest Period shall extend beyond the Maturity Date. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Interest Rate Hedge Agreements” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement.

“International Registry” means the International Registry of Mobile Assets located in Dublin, Ireland and established pursuant to the Cape Town Convention, along with any successor registry thereto.

“International Registry Procedures” means the official English language text of the procedures for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time.

27

“International Registry Regulations” means the official English language text of the regulations for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time.

“Investment” of any Person means:

(1) all direct or indirect investments by such Person in any other Person in the form of loans, advances or capital contributions or other credit extensions constituting Indebtedness of such other Person, and any Guarantee of Indebtedness of any other Person;

(2) all purchases (or other acquisitions for consideration) by such Person of Indebtedness, Equity Interests or other securities of any other Person;

(3) all other items that would be classified as investments on a balance sheet of such Person prepared in accordance with GAAP; and

(4) the Designation of any Subsidiary acquired, formed or otherwise created after the Closing Date as an Unrestricted Subsidiary.

Except as otherwise expressly specified in this definition, the amount of any Investment (other than an Investment made in cash) shall be the Fair Market Value thereof on the date such Investment is made. The amount of Investment pursuant to clause (4) shall be the Designation Amount determined in accordance with Section 5.18 of this Agreement. If the Borrower or any Subsidiary sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary, the Borrower shall be deemed to have made an Investment on the date of any such sale or other disposition equal to the Fair Market Value of the Equity Interests of and all other Investments in such Subsidiary not sold or disposed of. The acquisition by the Borrower or any Restricted Subsidiary of a Person that becomes a Restricted Subsidiary and that holds an Investment in a third Person shall be deemed to be an Investment by the Borrower or such Restricted Subsidiary in the third Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in the third Person. Notwithstanding the foregoing, purchases or other redemptions of Equity Interests of the Borrower shall be deemed not to be Investments.

“IRS” means the United States Internal Revenue Service.

“Junior Indebtedness” means, collectively, any Indebtedness of the Borrower or any Restricted Subsidiary (other than the HNZ Group) that is (x) secured by a Lien that is junior in priority to the Lien securing the Obligations, (y) by its terms subordinated in right of payment to all or any portion of the Obligations or (z) unsecured.

“Knowledge” of any Person in respect of any item means that such Person has actual knowledge of such item or, based upon such Person’s position, that such Person should reasonably have known of such item.

“Latest Maturity Date” means, as of any date of determination, the latest Maturity Date applicable to any Lender hereunder as of such date of determination, as extended in accordance with this Agreement from time to time.

28

“Laws” means, with respect to any Person, (i) the common law and any federal, state, provincial, territorial, local, foreign, multinational or international statutes, laws, treaties, judicial decisions, standards, rules and regulations, guidances, guidelines, ordinances, rules, judgments, writs, orders, decrees, codes, plans, injunctions, permits, concessions, grants, franchises, governmental agreements and governmental restrictions (including administrative or judicial precedents or authorities), in each case whether now or hereafter in effect, and (ii) the interpretation or administration thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in each case whether or not having the force of law and that are applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Lead Arranger” means Credit Suisse Loan Funding LLC, in its capacity as sole lead arranger and bookrunner.

“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption other than any such Person that shall have ceased to be a party hereto pursuant to an Assignment and Assumption.

“LIBO Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person which takes over the administration of such rate) for deposits of dollars for such Interest Period that appears on the applicable Bloomberg screen (or, to the extent such page ceases to be available, on any successor or substitute page of such service or any successor to such page as determined by Administrative Agent) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period (the “LIBO Screen Rate”). In the event that such LIBO Screen Rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurocurrency Borrowing for such Interest Period shall be the rate per annum quoted to the Administrative Agent to be the average at which dollar deposits for a maturity comparable to such Interest Period are offered to major banks in the London interbank market at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period.

“LIBO Screen Rate” has the meaning assigned to such term in the definition of “LIBO Rate.”

“Lien” means, with respect to any asset, any mortgage, deed of trust, lien (statutory or other), pledge, lease, easement, restriction, covenant, charge, security interest or other encumbrance of any kind or nature in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, and any lease in the nature thereof, any option or other agreement to sell granted as credit support for any Indebtedness and any filing of any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction (other than cautionary filings in respect of operating leases).

“Liquidity” means, as of any date of determination, the sum of (i) the aggregate amount of unrestricted cash and Cash Equivalents of Borrower and its Restricted Subsidiaries and (ii) the maximum aggregate principal amount of loans that could be borrowed by the Borrower on such date under the ABL Facility (taking into account the Borrower’s ability to satisfy any conditions to borrowing applicable thereto). For purposes of determining Liquidity for any purpose hereunder, any unrestricted cash and Cash Equivalents of Borrower and its Restricted Subsidiaries denominated in a Foreign Currency shall be included in the calculation of Liquidity in the amount of their U.S. Dollar Equivalents.

“Loan” means a loan made by a Lender to the Borrower pursuant to Section 2.01(a). Unless the context shall otherwise require, the term “Loans” shall include any Incremental Loans.

“Loan Documents” means this Agreement, the Security Documents and, except for purposes of Section 10.02, any promissory notes delivered pursuant to Section 2.08(c).

29

“Loan Guarantees” means the Guarantee of the Obligations by the Guarantors, pursuant to Article IX of this Agreement.

“Loan Liens” means all Liens, granted in favor of the Collateral Agent for its benefit and for the benefit of the Secured Parties, on Collateral securing the Obligations and any Permitted Pari Lien Debt.

“Loan Parties” means, collectively, the Borrower and the Guarantors.

“Local Time” means New York City time.

“Make-Whole Amount” means the greater of: (a) 1.0% of the principal amount of the Loans repaid, prepaid, accelerated or assigned and (b) the excess of: (i) the present value at such date of repayment, prepayment or assignment of (A) 2.0% of the principal amount of the Loans repaid, prepaid, accelerated or assigned on or before the first anniversary of the Closing Date plus (B) the aggregate interest that would have accrued on such Loans from the date of such repayment, prepayment or assignment (assuming that the rate for Eurocurrency Loans prevailing at the time of the notice of repayment, prepayment or assignment applies throughout such period) through the first anniversary of the Closing Date (excluding accrued but unpaid interest to the date of such repayment, prepayment or assignment), computed using a discount rate equal to the Treasury Rate plus 50 basis points discounted to the repayment, prepayment or assignment date on a semi-annual basis (assuming a 360 day year consisting of twelve 30 day months), over (ii) the principal amount of such Loans.

“Master Agreement” has the meaning assigned to such term in the definition of “Hedge Contract”.

“Material Adverse Effect” means an event or condition (other than (i) any event, effect or consequence arising out of or related to the filing of the Chapter 11 Cases, (ii) the assumption, rejection or replacement of contracts pursuant to the Chapter 11 Cases, and (iii) the transactions occurring pursuant to the Plan of Reorganization) that has resulted, or could reasonably be expected to result, in a material adverse effect on (a) the business, assets, liabilities, operations or financial condition of the Borrower and the other Subsidiaries, taken as a whole, (b) the ability of any Loan Party to perform any of its payment obligations under any Loan Document or (c) the rights of or benefits available to the Lenders under any Loan Document.

“Material Agreement” means any agreement, contract or instrument to which any Loan Party is a party or by which any Loan Party or any of its properties is bound (i) pursuant to which any Loan Party is required to make payments or other consideration, or will receive payments or other consideration, in excess of $25,000,000 in any 12-month period, (ii) governing, creating, evidencing or relating to Material Indebtedness of any Loan Party or (iii) the termination or suspension of which, or the failure of any party thereto to perform its obligations thereunder, could reasonably be expected to have a Material Adverse Effect.

“Material Indebtedness” means Indebtedness (other than Loans), or obligations in respect of one or more Hedge Obligations, of any one or more of the Borrower or any Restricted Subsidiary in an aggregate principal amount exceeding $20,000,000.

“Material Real Property” means any real property interests held by any Loan Party which has a fair market value in excess of $2,500,000.

“Maturity Date” means September 4, 2024, subject to extension (in the case of each Lender consenting thereto) as provided in Section 2.20.

30

“Maximum Rate” has the meaning assigned to such term in Section 10.13.

“MNPI” means material information concerning the Borrower and the other Subsidiaries and their securities that has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD under the Securities Act and the Exchange Act.

“Moody’s” means Moody’s Investors Service, Inc., and any successor to its rating agency business.

“Mortgaged Properties” means the owned real properties and each other parcel of real property and improvements thereto of each Loan Party with respect to which a Mortgage is granted.

“Mortgages” means the mortgages, deeds of trust, leasehold mortgages, assignments of leases and rents, modifications and other security documents delivered pursuant to Section 4.01(j) or Section 5.17, substantially in the form of Exhibit E (with such changes thereto as shall be advisable under the Laws of the jurisdiction in which such mortgage or deed of trust is to be recorded), as the same may be amended, supplemented, replaced or otherwise modified from time to time.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Proceeds” means, (a) in the case of any incurrence of Indebtedness, (i) the cash proceeds received in respect of such Indebtedness, but only as and when received, net of (ii) the sum, without duplication, of all reasonable fees and out of pocket expenses (including, reasonable attorney’s fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant, and other customary fees) paid in connection with such event by the Borrower and the Restricted Subsidiaries to a third party and (b) in the case of any Asset Sale, the proceeds thereof in the form of cash or Cash Equivalents, net of:

(1) brokerage commissions and other fees and expenses (including fees and expenses of legal counsel, accountants and investment banks) of such Asset Sale;

(2) provisions for taxes payable as a result of such Asset Sale (after taking into account any available tax credits or deductions and any tax sharing arrangements);

(3) amounts required to be paid to any Person (other than the Borrower or any Restricted Subsidiary) owning a beneficial interest in the assets subject to the Asset Sale or having a Lien thereon or in order to obtain a necessary consent to such Asset Sale or release of such Lien;

(4) payments of unassumed liabilities (including Indebtedness) relating to the assets sold at the time of, or within 30 days after the date of, such Asset Sale;

(5) appropriate amounts to be provided by the Borrower or any Restricted Subsidiary, as the case may be, as a reserve required in accordance with GAAP against any liabilities associated with such Asset Sale and retained by the Borrower or any Restricted Subsidiary, as the case may be, after such Asset Sale, including pensions and other postemployment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as reflected in an Officer’s Certificate delivered to the Administrative Agent; provided, however, that any amounts remaining after adjustments, revaluations or liquidations of such reserves shall constitute Net Proceeds; and

(6) amounts required to be held in escrow to secure payment of indemnity or other obligations, until such amounts are released.

31

“Net Proceeds Account” means a deposit or securities account established to hold Net Proceeds from any Asset Sale (including the Air Medical Segment Sale) pending reinvestment pursuant to Section 2.10(c) or 2.10(d), as applicable, with respect to which the Borrower has entered into a customary account control agreement, in favor of the Collateral Agent and in form and substance reasonably satisfactory to it, providing for “control” (as defined in Sections 9-104 or 8-106 of the UCC, as applicable).

“Net Working Capital” means, at any date, (a) the consolidated current assets of the Borrower and its Restricted Subsidiaries as of such date (excluding (i) cash and Investments permitted under Section 6.03, (ii) loans to third parties permitted hereunder, (iii) deferred bank fees and derivative financial instruments related to Indebtedness and (iv) deferred income taxes) minus (b) the consolidated current liabilities of the Borrower and its Restricted Subsidiaries as of such date (excluding (i) current liabilities in respect of Indebtedness, (ii) outstanding loans and letter of credit obligations under any Credit Facility permitted under Section 6.01(a), (iii) accruals of Consolidated Interest Expense (excluding Consolidated Interest Expense that is due and unpaid), (iv) obligations in respect of derivative financial instruments related to Indebtedness, (v) the current portion of current and deferred income taxes, (vi) the current portion of any other long-term liabilities and (vii) liabilities associated with customer prepayments and deposits). Net Working Capital at any date may be a positive or negative number. Net Working Capital increases when it becomes more positive or less negative and decreases when it becomes less positive or more negative.

“Non-Consenting Lenders” has the meaning assigned to such term in Section 10.02(g).

“Non-Extending Lenders” has the meaning assigned to such term in Section 2.20(c).

“Non-Recourse Debt” means Indebtedness of an Unrestricted Subsidiary:

(1) as to which neither the Borrower nor any Restricted Subsidiary (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender, except in any case to the extent it would be permitted to make an Investment in such Unrestricted Subsidiary pursuant to Section 6.03 hereof;

(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Loans) of the Borrower or any Restricted Subsidiary to declare a default on the other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and

(3) as to which the lenders have been notified in writing that they will not have any recourse to the Equity Interests or other assets of the Borrower or any Restricted Subsidiary.

“Obligations” means (x) all obligations of every nature of each Loan Party under any Loan Document, including all unpaid principal of and accrued and unpaid interest (including interest, fees and other amounts which, but for the filing of a petition in bankruptcy with respect to the Borrower or any Guarantor would have accrued on any Obligation, whether or not a claim is allowed against the Borrower or any Guarantor for such interest fees and other amounts in the related bankruptcy proceeding) on the Loans made to the Borrower, all accrued and unpaid fees, premium (including the Applicable Premium) and all expenses, reimbursements, indemnities and other obligations and liabilities of the Borrower and the Guarantors owed to the Lenders or to any Lender, any Agent or any indemnified party arising under any Loan Document, (y) all Secured Loan Document Hedge Obligations of each Loan Party and (z) all Cash Management Obligations of each Loan Party. Notwithstanding the foregoing, any Secured Loan Document Hedge Obligations or Cash Management Obligations shall be secured and guaranteed pursuant to the Collateral Documents and the Guarantee of the Guarantors only to the extent that, and for so long as, the other Obligations are so secured and guaranteed.

32

“OECD” has the meaning assigned to such term in the definition of “Cash Equivalents.”

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Officer” means any of the following of the Borrower: any Executive Officer, any Financial Officer, any vice president or the secretary.

“Officer’s Certificate” means a certificate signed by one Officer.

“OID” shall have the meaning assigned to such term in Section 2.04(c).

“Opinion of Counsel” means a written opinion from legal counsel of the Borrower who may be an employee of or counsel for the Borrower.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Taxes (other than a connection arising from such Recipient having executed, delivered, enforced, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or engaged in any other transaction pursuant to, or enforced by, any Loan Document, or sold or assigned an interest in any Loan Document).

“Other Taxes” means any present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, or from the registration, receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment under Section 2.18(b)).

“Other Loans” shall have the meaning assigned to such term in Section 2.04(a).

“Owner” means, in respect of an Aircraft, Airframe, Engine or Spare Parts as applicable, included as Aircraft Collateral the Owner of such Aircraft, Airframe or Engine as shown in the most recent Aircraft Collateral Certificate.

“Part” means each part, component, line replacement unit, appliance, accessory, instrument or other item of equipment (other than complete Engines or other engines) for the time being installed or incorporated in or attached to the Airframe or an Engine or which, having been removed therefrom, remains the property of Owner. Not in limitation of the foregoing, “Part” shall include all main and tail rotor blades and all main and tail rotor blade dynamic components associated therewith.

“Participant Register” has the meaning assigned to such term in Section 10.04(c).

“Participants” has the meaning assigned to such term in Section 10.04(c).

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

33

“Permitted Aircraft Liens” means (a) any Permitted Lien, (b) any Lien of an airport hangarkeeper, mechanic, materialman, carrier, employee or other similar Lien arising in the ordinary course of business by statute or by operation of Law, in respect of obligations that are not overdue or that are being contested in good faith by appropriate proceedings and in the case of such proceedings so long as adequate cash reserves are maintained in respect of such amounts in accordance with relevant generally accepted accounting principles, (c) any Lien arising under, or permitted by, a Disclosed Sublease provided, however, that, except with respect to any Disclosed Existing Sublease, any proceedings in respect of any such Lien, or the continued existence of such Lien, do not involve any material likelihood of the sale, forfeiture or loss of an Aircraft, Airframe, or any Engine or Part, in each case included as Aircraft Collateral, or any interest therein and (d) any “Permitted Lien” as defined in any Aircraft Mortgage.

“Permitted Business” means (i) commercial helicopter services of all types worldwide, including, without limitation, helicopter transportation services to the oil and gas, health care and search and rescue industries and helicopter maintenance and repair services, providing air medical transportation for hospitals and for emergency service agencies and including related fixed-wing aircraft and charter services and (ii) businesses that are reasonably related thereto or reasonable extensions thereof, including without limitation all businesses described in the Borrower’s Annual Report on Form 10-K for the year ended December 31, 2017.

“Permitted Collateral Lien” means “Permitted Liens” other than Liens described under clauses (15), (16), (17), (18), (19), (20), (21), (22), (23), (26), and (27) of the definition thereof.

“Permitted Commodity Hedge Agreement” means any Commodity Hedge Agreement entered into from time to time by any of the Borrower or any of its Restricted Subsidiaries for non-speculative purposes, in each case, as amended.

“Permitted Holder” means any of the following: (a) Q5-R5 Trading, Ltd., (b) Oaktree Capital Management, L.P., (c) First Pacific Advisors, LP, (d), Goldman Sachs & Co. LLC, (e) any fund, account or investment vehicle controlled or managed by a Person specified in clauses (a), (b), (c) and (d) of this definition (a “Primary Permitted Holder”), (f) a controlled Affiliate of a Primary Permitted Holder or the same investment manager or advisor of a Primary Permitted Holder or an Affiliate of such investment manager or advisor, and (g) any Affiliate of a Primary Permitted Holder, a majority of whose outstanding Voting Stock is, directly or indirectly, held by such Primary Permitted Holder, or any individuals that are Affiliates of a Primary Permitted Holder; provided, that, notwithstanding the foregoing, “Permitted Holder” shall not include any operating portfolio companies.

“Permitted Indebtedness” has the meaning assigned to such term in Section 6.01.

“Permitted Interest Rate Hedge Agreements” means Interest Rate Hedge Agreements which are for the purpose of hedging the interest rate exposure associated with the Borrower’s and its Subsidiaries’ Indebtedness and operations and not for speculative purposes.

“Permitted Junior Refinancing Debt” means secured Indebtedness incurred by the Borrower or any other Loan Party and Guarantees with respect thereto by any Loan Party; provided that (i) such Indebtedness is secured by the Collateral on a junior basis to the Obligations and the obligations in respect of any Permitted Pari Passu Refinancing Debt and is not secured by any property or assets of the Borrower and its Restricted Subsidiaries other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Loans, Incremental Loans, or Refinancing Loans and (iii) a representative validly acting on behalf of the holders of such Indebtedness shall have become party to an intercreditor agreement on terms that are reasonably satisfactory to the Administrative Agent and the Collateral Agent. Permitted Junior Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

34

“Permitted Liens” means the following types of Liens:

(1) Liens for taxes, assessments or governmental charges or claims either (a) not delinquent or (b) being contested in good faith by appropriate proceedings and as to which the Borrower or the Restricted Subsidiaries shall have set aside on their books such reserves as may be required pursuant to GAAP;

(2) statutory or contractual Liens of landlords, carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;

(3) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

(4) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(5) judgment Liens not giving rise to a Default or Event of Default so long as such Liens are adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment have not been finally terminated or the period within which the proceedings may be initiated has not expired;

(6) easements, rights-of-way, zoning restrictions and other similar charges, restrictions or encumbrances in respect of real property or immaterial imperfections of title which do not, in the aggregate, impair in any material respect the ordinary conduct of the business of the Borrower and the Restricted Subsidiaries taken as a whole;

(7) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other assets relating to such letters of credit and products and proceeds thereof;

(8) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Borrower or any Restricted Subsidiary, including rights of offset and setoff;

(9) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more of accounts maintained by the Borrower or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank or banks with respect to cash management and operating account arrangements, including those involving pooled accounts, netting arrangements and in connection with Permitted Commodity Hedge Agreements (incurred in the ordinary course of business and not for speculative purposes); provided that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;

(10) leases or subleases granted to others that do not materially interfere with the ordinary course of business of the Borrower or any Restricted Subsidiary;

35

(11) precautionary Liens arising from filing Uniform Commercial Code financing statements regarding true leases;

(12) (a) Liens securing all Loans outstanding on the Closing Date and all Obligations related thereto and (b) Liens securing all Incremental Loans and all Obligations related thereto;

(13) Subject to Section 5.17(c), the encumbrances listed on Schedule 6.05;

(14) Liens in favor of the Borrower or a Guarantor;

(15) Liens solely on ABL Collateral securing Indebtedness incurred under an ABL Facility permitted under Section 6.01(a);

(16) Liens on assets financed with Purchase Money Indebtedness securing Indebtedness permitted under Section 6.01(g);

(17) Liens securing Acquired Indebtedness permitted to be incurred under this Agreement; provided that the Liens do not extend to assets not subject to such Lien at the time of acquisition (other than improvements and accessions thereto and replacements or proceeds thereof);

(18) Liens on assets of a Person existing at the time such Person is acquired or merged with or into or consolidated with the Borrower or any such Restricted Subsidiary (and not created in anticipation or contemplation thereof);

(19) Liens to secure Refinancing Indebtedness of Indebtedness secured by Liens referred to in the foregoing clauses (13), (16), (17), and (18); provided that in each case such Liens do not extend to any additional assets (other than improvements or accessions thereto and replacements or proceeds thereof);

(20) Liens to secure Attributable Indebtedness; provided that any such Lien shall not extend to or cover any assets of the Borrower or any Restricted Subsidiary other than the assets which are the subject of the Sale and Leaseback Transaction in which the Attributable Indebtedness is incurred;

(21) Liens in favor of Aircraft Lessors in connection with Sale and Leaseback Transactions and Liens in favor of any third-party operator or manager as contemplated by such Sale and Leaseback Transactions;

(22) Liens on assets of an Excluded Subsidiary securing Indebtedness permitted under Section 6.01(k) in aggregate amount at any time outstanding not to exceed $25,000,000;

(23) Liens on Equity Interests owned by the Borrower or any Restricted Subsidiary in an Unrestricted Subsidiary or a Person that is not a Subsidiary to secure Indebtedness or other obligations of the Unrestricted Subsidiary or Person that issued the Equity Interests;

(24) Liens securing Junior Indebtedness incurred under Section 6.01(m);

(25) Liens securing Permitted Pari Passu Refinancing Debt;

(26) Liens incurred after the Closing Date by the Borrower or any Guarantors with respect to Indebtedness that does not in aggregate principal amount outstanding at any time exceed $5,000,000 determined as of the date of the incurrence after giving pro forma effect to such incurrence and the application of proceeds therefrom;

36

(27) Liens on cash to secure letters of credit under any ABL Facility permitted under Section 6.01(a) or otherwise permitted under Section 6.01(f) in an aggregate amount for all such Liens at any time outstanding not to exceed $30,000,000; and

(28) Liens to secure Indebtedness permitted under Section 6.01(o).

“Permitted Pari Lien Debt” means obligations under any Indebtedness secured by the Loan Liens and permitted to be incurred under this Agreement; provided that (a) the lender, trustee or agent under such Permitted Pari Lien Debt executes a joinder agreement to the Security Documents, in the form attached thereto, agreeing to be bound thereby and (b) the Borrower has designated such Indebtedness as “Permitted Pari Lien Debt” under the Security Documents.

“Permitted Pari Passu Refinancing Debt” means any secured Indebtedness incurred by the Borrower or any other Loan Party and Guarantees with respect thereto by any Loan Party; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations and is not secured by any property or assets of the Borrower or its Restricted Subsidiaries other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Loans, Incremental Loans or Refinancing Loans, and (iii) a representative validly acting on behalf of the holders of such Indebtedness shall have become party to an intercreditor agreement on terms that are reasonably satisfactory to the Administrative Agent and the Collateral Agent. Permitted Pari Passu Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“Permitted Unsecured Refinancing Debt” means unsecured Indebtedness incurred by the Borrower or any other Loan Party and Guarantees with respect thereto by any Loan Party; provided that such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Loans, Incremental Loans or Refinancing Loans. Permitted Unsecured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof or other entity of any kind.

“Plan” means any “employee pension benefit plan,” as defined in Section 3(2) of ERISA (other than a Multiemployer Plan), that is subject to the provisions of Title IV of ERISA or subject to the minimum funding standards under Section 412 or 430 of the Code or Section 302 or 303 of ERISA as to which the Borrower or any ERISA Affiliate may have any liability.

“Plan of Liquidation” with respect to any Person, means a plan that provides for, contemplates or the effectuation of which is preceded or accompanied by (whether or not substantially contemporaneously, in phases or otherwise): (1) the sale, lease, conveyance or other disposition of all or substantially all of the assets of such Person otherwise than as an entirety or substantially as an entirety; and (2) the distribution of all or substantially all of the proceeds of such sale, lease, conveyance or other disposition and all or substantially all of the remaining assets of such Person to holders of Equity Interests of such Person.

“Plan of Reorganization” has the meaning assigned to such term in Section 4.01(a).

“Preferred Stock” means, with respect to any Person, any and all preferred or preference stock or other Equity Interests (however designated) of such Person whether now outstanding or issued after the Closing Date.

“President” has the meaning assigned to such term in the definition of “CFIUS Clearance”.

37

“Prime Rate” means the rate of interest per annum determined from time to time by Credit Suisse AG as its prime rate in effect at its principal office in New York City and notified to the Borrower. The prime rate is a rate set by Credit Suisse AG based upon various factors including Credit Suisse AG’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such rate.

“Proposed Change” has the meaning assigned to such term in Section 10.02(g).

“Prospective International Interest” means a “prospective international interest” as defined in the Cape Town Convention.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Purchase Money Indebtedness” means Indebtedness, including Capitalized Lease Obligations, of the Borrower or any Restricted Subsidiary incurred for the purpose of financing all or any part of the purchase price of property, plant or equipment used in the business of the Borrower or any Restricted Subsidiary or the cost of installation, construction or improvement thereof; provided, that (1) the amount of such Indebtedness shall not exceed such purchase price or cost, (2) such Indebtedness shall not be secured by any asset other than the specified asset being financed or other assets securing Purchase Money Indebtedness of the same lender, or in the case of real property, fixtures or helicopters, additions and improvements thereto, the real property to which such asset is attached and the proceeds thereof and (3) such Indebtedness shall be incurred within 180 days after such acquisition of such asset by the Borrower or such Restricted Subsidiary or such installation, construction or improvement.

“Qualified Equity Interests” means Equity Interests of the Borrower other than Disqualified Equity Interests; provided that such Equity Interests shall not be deemed Qualified Equity Interests to the extent sold or owed to a Subsidiary of the Borrower or financed, directly or indirectly, using funds (1) borrowed from the Borrower or any Subsidiary of the Borrower until and to the extent such borrowing is repaid or (2) contributed, extended, guaranteed or advanced by the Borrower or any Subsidiary of the Borrower (including, without limitation, in respect of any employee stock ownership or benefit plan).

“Recipient” has the meaning assigned to such term in Section 2.16(a).

“Redesignation” has the meaning assigned to such term in Section 5.18.

“Refinanced Credit Agreement Debt” shall have the meaning assigned to such term in the definition of “Credit Agreement Refinancing Indebtedness.”

“Refinanced Indebtedness” has the meaning assigned to such term in the definition of “Refinancing Indebtedness.”

“Refinancing Amendment” means an amendment to this Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower executed by each of (a) the Borrower, (b) the Administrative Agent and (c) each Refinancing Lender that agrees to provide any portion of the Credit Agreement Refinancing Indebtedness being incurred pursuant thereto.

“Refinancing Commitments” means one or more tranches of Commitments hereunder that result from a Refinancing Amendment.

38

“Refinancing Indebtedness” means Indebtedness of the Borrower or a Restricted Subsidiary issued in exchange for, or the proceeds from the issuance and sale or disbursement of which are used substantially concurrently to redeem or refinance in whole or in part, any Indebtedness of the Borrower or any Restricted Subsidiary (the “Refinanced Indebtedness”) in a principal amount not in excess of the principal amount (or accreted value, if applicable) of the Refinanced Indebtedness so redeemed or refinanced and accrued interest thereon (or, if such Refinancing Indebtedness refinances Indebtedness under a revolving credit facility or other agreement providing a commitment for subsequent borrowings, with a maximum commitment not to exceed the maximum commitment under such revolving credit facility or other agreement) (plus the amount of necessary fees and expenses incurred in connection therewith and any premiums paid on the Indebtedness so refinanced or refunded); provided that:

(1) the Refinancing Indebtedness is the obligation of the Borrower or same Restricted Subsidiary as that of the Refinanced Indebtedness;

(2) if the Refinanced Indebtedness was subordinated to or pari passu with the Loans, then such Refinancing Indebtedness, by its terms, is expressly pari passu with (in the case of Refinanced Indebtedness that was pari passu with) or subordinate in right of payment to (in the case of Refinanced Indebtedness that was subordinated to) the Loans, at least to the same extent as the Refinanced Indebtedness;

(3) the Refinancing Indebtedness is scheduled to mature either (a) no earlier than the Refinanced Indebtedness being redeemed or refinanced or (b) after the final maturity date of the Loans;

(4) the portion, if any, of the Refinancing Indebtedness that is scheduled to mature on or prior to the final maturity date of the Loans has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is equal to or greater than the Weighted Average Life to Maturity of the portion of the Refinanced Indebtedness being repaid that is scheduled to mature on or prior to the final maturity date of the Loans; and

(5) to the extent such Refinancing Indebtedness is secured, the Liens securing such Refinancing Indebtedness relate to the same collateral or a portion thereof and have a Lien priority equal to or junior to the Liens securing the Refinanced Indebtedness.

“Refinancing Lender” means a Lender with a Refinancing Commitment or an outstanding Refinancing Loan.

“Refinancing Loans” means one or more tranches of Loans that result from a Refinancing Amendment.

“Register” has the meaning assigned to such term in Section 10.04(b)(iv).

“Registered Equivalent Notes” means, with respect to any notes originally issued in a Rule 144A or other private placement transaction under the Securities Act of 1933, substantially identical notes (having the same Guarantee obligations) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

39

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor Environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

“Required Lenders” means, at any time, one or more Lenders having or holding Exposure and representing more than 50% of the aggregate Exposure of all Lenders at such time; provided that whenever there are one or more Defaulting Lenders, the total outstanding Loans of each Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Responsible Officer” of any Person means any Executive Officer or Financial Officer of such Person and any other officer or similar official thereof responsible for the administration of the obligations of such Person in respect of this Agreement.

“Restricted Payment” means any of the following:

(1) the declaration or payment of any dividend or any other distribution on Equity Interests of the Borrower or any Restricted Subsidiary or any payment made to the direct or indirect holders (in their capacities as such) of Equity Interests of the Borrower or any Restricted Subsidiary, including, without limitation, any payment in connection with any merger or consolidation involving the Borrower but excluding (a) dividends or distributions payable solely in Qualified Equity Interests and (b) in the case of Restricted Subsidiaries, dividends or distributions payable to the Borrower or to a Restricted Subsidiary and pro rata dividends or distributions payable to minority holders of Equity Interests of any Restricted Subsidiary;

(2) the redemption of any Equity Interests of the Borrower or any Restricted Subsidiary or any direct or indirect parent of the Borrower, including, without limitation, any payment in connection with any merger or consolidation involving the Borrower but excluding any such Equity Interests held by the Borrower or any Restricted Subsidiary; or

(3) any principal payment on, or redemption, or voluntary, optional defeasement, or other acquisition for value, prior to any scheduled principal payment, sinking fund payment or maturity, as the case may, in respect of Subordinated Indebtedness, except a purchase, repurchase, redemption, defeasance or retirement within 90 days prior to the final maturity thereof.

“Restricted Subsidiary” means any Subsidiary of the Borrower other than an Unrestricted Subsidiary.

“Required Excess Cash Flow Percentage” means, as of any date of determination, (a) if the Consolidated Net Total Leverage Ratio is greater than or equal to 3.00:1.00, 100.0%, (b) if the Consolidated Net Total Leverage Ratio is less than 3.00:1.00 and greater than or equal to 2.00:1.00, 75.0% and (c) if the Consolidated Net Total Leverage Ratio is less than 2.00:1.00, 50.0%.

“Retained Excess Cash Flow” means, at any date of determination, an amount, not less than zero and determined on a cumulative basis, that is equal to the aggregate cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.10(e) for all Excess Cash Flow Periods ending after the Closing Date and prior to such date.

“S&P” means Standard & Poor’s Ratings Group, and its successors.

40

“Sale and Leaseback Transaction” means with respect to any Person an arrangement with any bank, insurance company or other lender or investor or to which such lender or investor is a party, (i) providing for the leasing by such Person of any asset of such Person which has been or is being sold or transferred by such Person to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such asset (whether such arrangement is characterized as (A) a “true lease”, “operating lease” or “Finance Lease” under Article 2-A of the Uniform Commercial Code or (B) a “capital lease”, or (C) other lease or financing transaction) or (ii) any amendment, amendment and restatement or extension of any of the foregoing.

“Sanctioned Person” has the meaning assigned to such term in Section 3.07(d).

“Sanctions” has the meaning assigned to such term in Section 3.07(d).

“SEC” means the United States Securities and Exchange Commission.

“Secretary’s Certificate” means a certificate signed by the Secretary or an Assistant Secretary of the Borrower.

“Secured Commodity Hedge Agreement” means any Permitted Commodity Hedge Agreement that, in each case, the Borrower shall elect to be secured by a security interest in the Collateral ranking pari passu with the Liens securing the Obligations that is entered into by and between the Borrower or any Restricted Subsidiary and any Hedge Bank.

“Secured Hedge Agreement” means any (a) Secured Commodity Hedge Agreement and (b) Secured Loan Document Hedge Agreement.

“Secured Loan Document Hedge Agreement” means any Hedge Contract that is entered into by and between the Borrower or any Restricted Subsidiary and any Hedge Bank.

“Secured Loan Document Hedge Obligations” means the obligations owed by the Borrower or any Restricted Subsidiary to any Hedge Bank under any Secured Loan Document Hedge Agreement (excluding, with respect to any Loan Party, Excluded Hedge Obligations of such Loan Party).

“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Hedge Banks, Cash Management Banks, each counterparty to a Secured Commodity Hedge Agreement (other than the Borrower or any of its Subsidiaries), and each sub-agent appointed by the Administrative Agent or Collateral Agent from time to time pursuant to Section 8.05.

“Securities Act” means the United States Securities Act of 1933.

“Security Agreement” means that certain Security Agreement, dated as of the Closing Date, by and among the Borrower, each Guarantor that owns Collateral and the Collateral Agent, substantially in the form attached as Exhibit F, as amended, modified, restated, supplemented or replaced from time to time.

“Security Documents” means the Security Agreement, the Mortgages, the Aircraft Mortgages, each Subordination Acknowledgement and all of the other security agreements, pledges, collateral assignments, mortgages, deeds of trust, trust deeds or other instruments evidencing or creating or purporting to create any security interests in favor of the Collateral Agent for its benefit and for the benefit of the Secured Parties, in all or any portion of the Collateral, as amended, modified, restated, supplemented or replaced from time to time.

41

“Significant Subsidiary” means (1) any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 102 of Regulation S-X promulgated pursuant to the Securities Act as such Regulation is in effect on the Closing Date and (2) any Restricted Subsidiary that, when aggregated with all other Restricted Subsidiaries that are not otherwise Significant Subsidiaries and as to which any event described in Section 7.01(g) or (h) of this Agreement has occurred and is continuing, would constitute a Significant Subsidiary under clause (1) of this definition.

“Spare Engine” means a spare engine owned by Borrower for an Aircraft. For the avoidance of doubt, an auxiliary power unit shall not be considered a spare engine for the purposes of this definition.

“Spare Parts” means any and all appliances, engines, propellers, rotors, parts, instruments, appurtenances, accessories, rotables, furnishings, avionics, seats and other equipment of whatever nature (other than complete Airframes, airframes, Engines or engines, unless being surveyed) designated generally by type (including but not limited to any “appliances” and “spare parts” as defined in §40102(a) of the Act) which are now or hereafter maintained as spare parts or appliances by or on behalf of the Borrower at the Spare Parts Locations in connection with any Airframe or Engine.

“Spare Parts Locations” means any of the locations at which Spare Parts are held by or on behalf of the Borrower and which are designated in accordance with relevant Aviation Authority requirements.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves), expressed as a decimal, established by the Board of Governors to which the Administrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board of Governors). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subordinated Indebtedness” means Indebtedness of the Borrower or any Guarantor that is subordinated in, or otherwise junior to, right of payment to the Loans and the Guarantees in respect thereof.

“Subordination Acknowledgement” means in respect of each Disclosed Sublease, a document in form and substance reasonably acceptable to the Collateral Agent under which, amongst other matters, each relevant Disclosed Sublessee acknowledges the interest of the Collateral Agent in the Aircraft included as Aircraft Collateral and agrees that its Disclosed Sublease is subject and subordinate to the Loan Documents.

“Subsidiary” means, with respect to any Person:

(1) any corporation, limited liability company, association or other business entity of which more than 50% of the total voting power of the Voting Stock is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

Unless otherwise specified, “Subsidiary” refers to a Subsidiary of the Borrower.

42

“Taxes” means any present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Termination Date” means the date upon which the Loans (including Incremental Loans but excluding Other Loans), together with all interest, fees and other Obligations (other than contingent indemnification obligations for which no demand shall have been made), have been paid in full in cash.

“Total Net Debt” at any date means (i) the aggregate principal amount of consolidated total Indebtedness of the Borrower and its Restricted Subsidiaries outstanding at such date in respect of third party Indebtedness for borrowed money (including Purchase Money Indebtedness), unreimbursed drawings under letters of credit, drawn and unreimbursed surety bonds, the amount of mandatory redeemable preferred stock of the Borrower and its Restricted Subsidiaries with respect to which all redemption conditions have been satisfied and is immediately redeemable and Capital Lease Obligations and, without duplication, Guarantees in respect of the foregoing, less (ii) without duplication, the aggregate amount of Unrestricted Cash of the Borrower and its Restricted Subsidiaries on such date not in excess of $75,000,000. “Transaction Date” has the meaning assigned to such term in the definition of “Consolidated Net Total Leverage Ratio.”

“Transaction Expenses” means any fees or expenses incurred or paid by the Borrower or any its Subsidiaries in connection with the Transactions and the transactions contemplated hereby.

“Transactions” means, collectively, (a) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans and the use of the proceeds thereof, (b) the consummation of the Existing Debt Refinancing and (c) the payment of the Transaction Expenses.

“Treasury Rate” means, as of any redemption date, the yield to maturity as of the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) equal to the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. The Borrower will (1) calculate the Treasury Rate on the second Business Day preceding the applicable redemption date and (2) prior to such redemption date file with the Administrative Agent an Officer’s Certificate setting forth the Applicable Premium and the Treasury Rate and showing the calculation of each in reasonable detail.

“Treasury Services Agreement” means any agreement between the Borrower or any Restricted Subsidiary and any Cash Management Bank relating to treasury, depository, credit card, debit card, stored value cards, purchasing or procurement cards and cash management services or automated clearinghouse transfer of funds or any similar services.

“Type,” when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

43

“Unrestricted Cash” means cash or Cash Equivalents of the Borrower or its Restricted Subsidiaries that would not appear as “restricted” on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries.

“Unrestricted Subsidiary” means (1) any Subsidiary acquired, formed or otherwise created after the Closing Date that at the time of determination shall be Designated an Unrestricted Subsidiary by the Board of Directors of the Borrower in accordance with Section 5.18 of this Agreement and (2) any Subsidiary of an Unrestricted Subsidiary; provided, that, for the avoidance of doubt, (y) no entity acquired, formed or otherwise created on or prior to the Closing Date (including, but not limited to, PHI Corporate, LLC) may be an Unrestricted Subsidiary and (z) no member of the HNZ Group may be an Unrestricted Subsidiary.

“U.S. Dollar Equivalent” means, on any date of determination, with respect to any amount in a Foreign Currency, the equivalent in U.S. Dollars of such amount, determined by the Administrative Agent using the Exchange Rate with respect such Foreign Currency at the time in effect for such amount.

“U.S. Dollars”, “dollars” or “$” refers to lawful currency of the United States of America.

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“U.S. Tax Certificate” has the meaning assigned to such term in Section 2.16(f)(ii)(D)(2).

“USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.

“Value” means the latest appraised Flight Ascend Consultancy asset values of the Aircraft included as Aircraft Collateral which shall be based on Flight Ascend Consultancy’s latest appraisal and which appraisal shall never be more than one year old.

“Voting Stock” with respect to any Person, means securities of any class of Equity Interests of such Person entitling the holders thereof (whether at all times or only so long as no senior class of stock or other relevant Equity Interest has voting power by reason of any contingency) to vote in the election of members of the Board of Directors of such Person.

“Weighted Average Life to Maturity” when applied to any Indebtedness at any date, means the number of years obtained by dividing (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (2) the then outstanding principal amount of such Indebtedness.

“Wholly-Owned Restricted Subsidiary” means a Restricted Subsidiary of which 100% of the Equity Interests (except for directors’ qualifying shares or certain minority interests owned by other Persons solely due to local law requirements that there be more than one stockholder, but which interest is not in excess of what is required for such purpose) are owned directly by the Borrower or through one or more Wholly-Owned Restricted Subsidiaries.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

44

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

“Yield Differential” shall have the meaning assigned to such term in Section 2.04(c).

SECTION 1.02 Classification of Loans and Borrowings. For purposes of this Agreement, Loans and Borrowings may be classified and referred to by Type (e.g., a “Eurocurrency Loan” or “Eurocurrency Borrowing”).

SECTION 1.03 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all binding judgments, orders, writs and decrees, of all Governmental Authorities. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Loan Documents) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented, extended, amended and extended, renewed or otherwise modified (subject to any restrictions on such amendments, supplements, restatements, amendments and restatements, extensions, renewals or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement.

SECTION 1.04 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein, and the Consolidated Net Total Leverage Ratio (and the financial definitions used therein) shall be construed in accordance with GAAP as in effect on the Closing Date; provided that, notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Borrower or any Subsidiary at “fair value,” as defined therein. Unless the context requires otherwise, any references in the Loan Documents to “fiscal year” or “fiscal quarter” shall mean the fiscal year or fiscal quarter, as applicable, of the Borrower.

SECTION 1.05 Effectuation of Transactions. All references herein to the Borrower and the Subsidiaries shall be deemed to be references to such Persons, and all the representations and warranties of the Borrower and the other Loan Parties contained in this Agreement and the other Loan Documents shall be deemed made, in each case, after giving effect to the Transactions to occur on the Closing Date, unless the context otherwise requires.

45

SECTION 1.06 Status of Obligations. In the event that the Borrower or any other Loan Party shall at any time issue or have outstanding any Subordinated Indebtedness, the Borrower shall take or cause such other Loan Party to take all such actions as shall be necessary to cause the Obligations to constitute senior Indebtedness (however denominated) in respect of such Subordinated Indebtedness and to enable the Lenders to have and exercise any payment blockage or other remedies available or potentially available to holders of senior Indebtedness under the terms of such Subordinated Indebtedness.

SECTION 1.07 Timing of Payment or Performance. Except to the extent expressly provided otherwise in this Agreement, when the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

ARTICLE II

THE CREDITS

SECTION 2.01 Commitments.

(a) Subject to the terms and conditions set forth herein and relying upon the representations and warranties set forth herein, each Lender agrees to make Loans to the Borrower in a single Borrowing on the Closing Date in a principal amount not exceeding its Commitment. Amounts repaid or prepaid in respect of Loans may not be reborrowed.

(b) Subject to the terms and conditions set forth herein and relying upon the representations and warranties set forth herein and in the applicable Incremental Loan Assumption Agreement, each Incremental Term Lender having an Incremental Loan Commitment, agrees to make Incremental Loans to the Borrower in a single Borrowing on the date specified in the applicable Incremental Loan Assumption Agreement in a principal amount not exceeding its Incremental Loan Commitment. Amounts repaid or prepaid in respect of Incremental Loans may not be reborrowed.

SECTION 2.02 Loans and Borrowings.

(a) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Type in U.S. dollars made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b) Subject to Section 2.13, each Borrowing shall be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

46

(c) At the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000 (except, with respect to any Incremental Term Borrowing, to the extent otherwise provided in the related Incremental Loan Assumption Agreement); provided that a Eurocurrency Borrowing that results from a continuation of an outstanding Eurocurrency Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000. Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of five (or such greater number as may be agreed to by the Administrative Agent) Eurocurrency Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert to or continue, any Eurocurrency Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date applicable thereto.

SECTION 2.03 Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request in writing (a) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing (or, in the case of any Eurocurrency Borrowing to be made on the Closing Date, such shorter period of time as may be agreed to by the Administrative Agent) or (b) in the case of an ABR Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing. Each such written Borrowing Request shall be irrevocable and specify the following information in compliance with Section 2.02:

(i) the aggregate amount of such Borrowing;

(ii) the date of such Borrowing, which shall be the Closing Date or, in the case of an Incremental Term Borrowing, such other Business Day set forth in the applicable Incremental Loan Assumption Agreement;

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;

(iv) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(v) the location and number of the account to which funds are to be disbursed.

SECTION 2.04 Incremental Loans.

(a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Loan Commitments, in an amount not to exceed the Incremental Amount at the time such Incremental Loan Commitments are established, from one or more Incremental Term Lenders (which may include any existing Lender and which must be Eligible Assignees) willing to provide such Incremental Loan Commitments in their own discretion. Such notice shall set forth (i) the amount of the Incremental Loan Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or equal to the remaining Incremental Amount or in each case such lesser amount approved by the Administrative Agent), (ii) the date on which such Incremental Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), and (iii) whether such Incremental Loan Commitments are commitments to make additional Loans or commitments to make term loans with terms different from the Loans (“Other Loans”).

47

(b) The Borrower may seek Incremental Loan Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions and other institutional lenders who will become Incremental Term Lenders in connection therewith. The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Loan Commitment of each Incremental Term Lender. The terms and provisions of the Incremental Loans (excluding amortization, maturity, pricing, fees and rate floors) shall be identical to those of the Loans except as otherwise set forth herein. Without the prior written consent of the Required Lenders, (i) the final maturity date of any Other Loans shall be no earlier than the Maturity Date, and (ii) the average life to maturity of the Other Loans shall be no shorter than the average life to maturity of the Loans.

(c) if the initial yield on such Other Loans (as determined by the Administrative Agent to be equal to the sum of (x) the margin above the Adjusted LIBO Rate on such Other Loans and (y) if such Other Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from the Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Other Loans, being referred to herein as “OID”), the amount of such OID divided by the lesser of (1) the average life to maturity of such Other Loans and (2) four) exceeds the applicable margin then in effect for Eurocurrency Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the applicable margin then in effect for Loans shall automatically be increased by the Yield Differential, effective upon the making of the Other Loans; provided that, to the extent any portion of the Yield Differential is attributable to a higher “LIBOR floor” being applicable to such Other Loans, such floor shall only be included in the calculation of the Yield Differential to the extent such floor is greater than the higher of the Adjusted LIBO Rate in effect for an Interest Period of three months’ duration at such time and the “LIBOR floor” applicable to the initial Loans, and, with respect to such excess, the “LIBOR floor” applicable to the outstanding Loans shall be increased to an amount not to exceed the “LIBOR floor” applicable to such Other Loans prior to any increase in the applicable margin applicable to such Loans then outstanding. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Loan Commitment and the Incremental Loans evidenced thereby, and the Administrative Agent and the Borrower may revise this Agreement to evidence such amendments.

(d) Notwithstanding the foregoing, no Incremental Loan Commitment shall become effective under this Section 2.04 unless on the date of such effectiveness, the conditions set forth in Section 4.02 shall be satisfied.

(e) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that all Incremental Loans (other than Other Loans), when originally made, are included in each Borrowing of outstanding Loans on a pro rata basis. This may be accomplished by requiring each outstanding Eurocurrency Borrowing to be converted into an ABR Borrowing on the date of each Incremental Loan, or by allocating a portion of each Incremental Loan to each outstanding Eurocurrency Borrowing on a pro rata basis. Any conversion of Eurocurrency Loans to ABR Loans required by the preceding sentence shall be subject to Section 2.15. If any Incremental Loan is to be allocated to an existing Interest Period for a Eurocurrency Borrowing, then the interest rate thereon for such Interest Period and the other economic consequences thereof shall be as set forth in the applicable Incremental Loan Assumption Agreement. In addition, to the extent any Incremental Loans are not Other Loans, the scheduled amortization payments under Section 2.09 required to be made after the making of such Incremental Loans shall be ratably increased by the aggregate principal amount of such Incremental Loans and shall be further increased for all Lenders on a pro rata basis to the extent necessary to avoid any reduction in the amortization payments to which the Lenders were entitled before such recalculation.

48

SECTION 2.05 Funding of Borrowings.

(a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, Local Time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. Upon receipt of all requested funds, the Administrative Agent will make such Loans available to the Borrower by promptly remitting the amounts so received, in like funds, to an account of the Borrower specified by the Borrower in the applicable Borrowing Request.

(b) Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of the Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing (net of applicable fees), the Administrative Agent may assume that such Lender has made such share available on such date in accordance with clause (a) of this Section and may, in reliance on such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at, in the case of a payment to be made by such Lender, the rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation (or, in the case of an amount relating to a Borrowing by the Borrower, the Federal Funds Effective Rate, if greater).

SECTION 2.06 Interest Elections.

(a) Each Borrowing initially shall be of the Type and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in the applicable Borrowing Request or as otherwise provided in Section 2.03. Thereafter, the Borrower may elect to convert such Borrowing to a Borrowing of a different Type, to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing and the Loans comprising each such portion shall be considered a separate Borrowing.

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election in writing by (a) in the case of a conversion or continuation of a Eurocurrency Borrowing, not later than 12:00 p.m., New York City time, three (3) Business Days before the date of the proposed Interest Period of (b) in the case of a conversion to an ABR Borrowing, not later than 12:00 p.m., Local Time, one (1) Business Day before the date of the proposed ABR Borrowing. Each such Interest Election Request shall be in writing and irrevocable. Notwithstanding any other provision of this Section, the Borrower shall not be permitted to elect an Interest Period for Eurocurrency Loans that does not comply with Section 2.02(d). Each written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing;

49

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and

(iv) if the resulting Borrowing is to be a Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.”

If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(c) Promptly following receipt of an Interest Election Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(d) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period applicable thereto, such Borrowing shall be continued as a Eurocurrency Borrowing for an additional Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing with respect to the Borrower, or if any other Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, has notified the Borrower of the election to give effect to this sentence on account of such other Event of Default, then, in each such case, so long as such Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.07 Termination of Commitments. Each Lender’s Commitment (other than any Incremental Loan Commitments, which shall terminate as provided in the related Incremental Loan Assumption Agreement) shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Commitment on such date.

SECTION 2.08 Repayment of Loans; Evidence of Debt.

(a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan of such Lender as provided in Section 2.09.

(b) The records maintained by the Administrative Agent and the Lenders shall be prima facie evidence of the existence and amounts of the obligations of the Borrower in respect of the Loans; provided that the failure of the Administrative Agent or any Lender to maintain such records or any error therein shall not in any manner affect the obligation of the Borrower to pay any amounts due hereunder in accordance with the terms of this Agreement. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

50

(c) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent, which issuance the Administrative Agent shall record in the Register. Thereafter, to the extent reflected in the Register, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 10.04) be represented by one or more promissory notes in such form payable to the Lender or to the Lender and its registered assigns).

SECTION 2.09 Amortization of Loans.

(a) The Borrower shall repay Loans on the last Business Day of each December, March, June and September, (i) occurring after the Closing Date (beginning with December 31, 2019) and on or before the second anniversary of the Closing Date, in an aggregate principal amount for each such date equal to 0.625% of the aggregate principal amount of the Loans outstanding on the Closing Date, (ii) occurring after the second anniversary of the Closing Date and on or before the third anniversary of the Closing Date, in an aggregate principal amount for each such date equal to 1.25% of the aggregate principal amount of the Loans outstanding on the Closing Date, and (iii) occurring after the third anniversary of the Closing Date, in an aggregate principal amount for each such date equal to 1.875% of the aggregate principal amount of the Loans outstanding on the Closing Date. The Borrower shall repay Other Loans on each Incremental Loan Repayment Date in an aggregate principal amount set forth for such date in the applicable Incremental Loan Assumption Agreement (as such amount may be adjusted pursuant to Section 2.09(c)).

(b) To the extent not previously paid, all Loans and Other Loans shall be due and payable on the Maturity Date and the Incremental Loan Maturity Date, respectively, together with accrued and unpaid interest on the principal amount to be paid to but excluding the date of payment.

(c) Any prepayment of a Borrowing shall be applied (i) to reduce the subsequent scheduled repayments of such Borrowing to be made pursuant to this Section 2.09 as directed by the Borrower and (ii) if the Borrower fails to direct the application of payments, in direct order of maturity to the scheduled repayments of such Borrowing.

(d) Prior to any repayment of any Borrowings under this Section, the Borrower shall select the Borrowing or Borrowings to be repaid and shall notify the Administrative Agent in writing of such selection not later than 11:00 a.m., New York City time, three (3) Business Days before the scheduled date of such repayment. Each repayment of a Borrowing shall be applied ratably to the Loans included in the repaid Borrowing. Repayments of Borrowings shall be accompanied by accrued interest on the amounts repaid. If any repayment of the Loans is scheduled to occur on a day that is not a Business Day, such repayment shall be made on the immediately preceding Business Day.

SECTION 2.10 Prepayments.

(a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to the requirements of this Section 2.10 and Sections 2.15 and 2.18.

(b) Upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than Permitted Indebtedness other than Credit Agreement Refinancing Indebtedness), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Proceeds received from such incurrence of Indebtedness immediately upon receipt thereof by the Borrower or such Restricted Subsidiary.

51

(c) In the event and on each occasion that (i) any Net Proceeds are received by or on behalf of the Borrower or any Restricted Subsidiary in respect of any Asset Sales permitted pursuant to Section 6.07(a) (other than an Air Medical Segment Sale), and (ii) unless a Default or an Event of Default has occurred and is continuing, such Net Proceeds, in the aggregate for all such Asset Sales, are in excess of $5,000,000, the Borrower shall, within five Business Days after receipt of such Net Proceeds, prepay the Loans in an amount equal to such Net Proceeds; provided (i) if the Borrower shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower to the effect that the Borrower intends to cause the Net Proceeds from such event (or a portion thereof specified in such certificate) to be reinvested within 180 days after receipt of such Net Proceeds to invest all or any part of such Net Proceeds in the purchase of (x) assets (other than securities) to be used by the Borrower or any Restricted Subsidiary in a Permitted Business, (y) Equity Interests of a Person that upon such purchase will become a Restricted Subsidiary that directly or indirectly, through one or more Subsidiaries that are, or will become, Restricted Subsidiaries, owns assets to be used in a Permitted Business or (z) make a capital expenditure in respect of the Borrower’s or any of its Restricted Subsidiaries’ Permitted Business, and (ii) no Default or Event of Default shall have occurred and be continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 180-day period (or within a period of 180 days thereafter if by the end of such initial 180-day period the Borrower or one or more other Restricted Subsidiaries shall have entered into a definitive agreement for the application of such Net Proceeds), at which time a prepayment shall be required in an amount equal to the Net Proceeds that have not been so applied; provided further, that the Borrower shall not be permitted to reinvest more than $50,000,000 in any fiscal year pursuant to the foregoing proviso.

(d) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Restricted Subsidiary in respect of an Air Medical Segment Sale, the Borrower shall, within five Business Days after receipt of such Net Proceeds, prepay the Loans in an amount equal to such Net Proceeds.

(e) Following the end of each fiscal year of the Borrower, commencing with the fiscal year ending on or about December 31, 2020, the Borrower shall prepay the Loans in an aggregate amount equal to the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended. Each prepayment pursuant to this paragraph shall be made (such date, the “Excess Cash Flow Payment Date”) on or before the fifth Business Day following the date on which financial statements are delivered pursuant to Section 5.01(a) with respect to the fiscal year for which Excess Cash Flow is being calculated (and in any event no later than the fifth Business Day following the last day on which such financial statements may be delivered in compliance with such Section).

(f) Notwithstanding the foregoing, mandatory prepayments made pursuant to Section 2.10 (c) and (d) may be applied on a pro rata basis to the Loans and any Permitted Pari Lien Debt of the Borrower or any Guarantor the provisions of which require the Borrower or such Guarantor to redeem such Indebtedness with the proceeds from any such Asset Sale (or offer to do so). Prior to any optional or mandatory prepayment of Borrowings under this Section, the Borrower shall specify the Borrowing or Borrowings to be prepaid in the notice of such prepayment delivered pursuant to this Section 2.10(f).

(g) The Borrower shall notify the Administrative Agent in writing of any optional prepayment and any mandatory prepayment hereunder not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided

52

that a notice of prepayment of the Loans pursuant to clause (a) of this Section may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in a minimum amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing and to reduce the subsequent scheduled repayments of such Borrowing (i) as directed by the Borrower and (ii) if the Borrower fails to direct the application of payments, in direct order of maturity to the scheduled repayments of such Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12.

(h) Each repayment or prepayment of the Loans, other than amortization pursuant to Section 2.09 and mandatory prepayments pursuant Section 2.10(c), (d) and (e) but including as a result of voluntary prepayments, payments made following acceleration of the Loans (other than as a result of an occurrence of an Event of Default under Section 7.01(m)) or after an Event of Default (other than an Event of Default occurring under Section 7.01(m)), and each assignment pursuant to Section 2.18, shall be accompanied by the Applicable Premium with respect to the principal amount of the Loans being prepaid. For purposes hereof, the “Applicable Premium” shall be a cash amount equal to (i) the percentages of principal amount of the Loans being prepaid set forth below or (ii) the Make-Whole Amount, as applicable:

On or before the first anniversary of the Closing Date	the Make-Whole Amount
After the first anniversary but on or before the second anniversary of the Closing Date.	2.0%
After the second anniversary but one or before the third anniversary of the Closing Date	1.0%
After the third anniversary of the Closing Date	0%

Without limiting the generality of the foregoing, it is understood and agreed that if the Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Applicable Premium applicable with respect to a voluntary prepayment of the Loans will also be due and payable as though the Loans were voluntarily prepaid and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Lender as the result of the early prepayment and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (a) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (b) the Applicable Premium shall be payable notwithstanding the then prevailing

53

market rates at the time payment is made; (c) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Applicable Premium; and (d) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Borrower expressly acknowledges that its agreement to pay the premium to the Lenders as herein described is a material inducement to Lenders to make the Loans.

(i) Each Lender may elect, by notice to the Administrative Agent prior to 12:00 pm on the Business Day prior to the date of any prepayment of Loans required to be made by the Borrower pursuant to Section 2.10(c) or Section 2.10(e), to decline all, but not less than all, of its ratable portion of such prepayment (such declined amounts, the “Declined Proceeds”), in which case such Declined Proceeds may be retained by the Borrower. If a Lender fails to deliver a notice of election declining receipt of its portion of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s amount of such mandatory prepayment of Loans.

SECTION 2.11 Fees. The Borrower agrees to pay to each of the Administrative Agent and the Lead Arranger, for its own account, fees payable in the amounts and at the times separately agreed in writing upon between the Borrower and the Administrative Agent or the Lead Arranger, as applicable. All such fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent or the Lead Arranger, as applicable, and shall not be refundable under any circumstances.

SECTION 2.12 Interest.

(a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin.

(b) The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin.

(c) Notwithstanding the foregoing, at the election of the Administrative Agent or the Required Lenders, if any principal of or interest on any Loan or any fees or other amount payable by the Loan Parties hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other overdue amount, 2.00% plus the rate applicable to ABR Borrowings as provided in paragraph (a) of this Section; provided, that this paragraph (c) shall not apply to any Event of Default that has been waived by the Lenders pursuant to Section 10.02; provided further that no amount shall be payable pursuant to this Section 2.12(c) to a Defaulting Lender so long as such Lender shall be a Defaulting Lender; provided further that no amounts shall accrue pursuant to this Section 2.12(c) on any overdue amount or other amount payable to a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Payment or acceptance of the increased rates of interest provided for in this Section 2.12(c) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of the Administrative Agent or any Lender.

(d) Accrued interest on each Loan shall be due and payable in arrears on each Interest Payment Date for such Loan; provided that (i) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, (ii) in the event of any conversion of a Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion and (iii) accrued interest on such Loan shall be payable on the Maturity Date of such Loan.

54

(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.13 Alternate Rate of Interest.

(a) If prior to the commencement of any Interest Period for a Eurocurrency Borrowing:

(i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

(ii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Eurocurrency Borrowing for such Interest Period,

then the Administrative Agent shall give notice (which may be telephonic) thereof to the Borrower and the Lenders as promptly as practicable and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective, and such Borrowing shall be continued as an ABR Borrowing, and (ii) any Borrowing Request for a Eurocurrency Borrowing shall be treated as a request for an ABR Borrowing.

(b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the LIBO Screen Rate has made a public statement that the administrator of the LIBO Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (x) the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the interest rate margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.02, such amendment shall become effective without any further action or consent of any other party to this

55

Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph (but, in the case of the circumstances described in subclause (ii) of the first sentence of this paragraph, only to the extent the LIBO Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any conversion or continuation of the Loans shall be ineffective and (y) any Eurocurrency Loan shall be made as an ABR Loan.

SECTION 2.14 Increased Costs.

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate);

(ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurocurrency Loans made by such Lender; or

(iii) subject any Recipient to any Taxes (other than Indemnified Taxes, Excluded Taxes or Connection Income Taxes) on its loans, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

and the result of any of the foregoing shall be to increase the cost to such Lender or other Recipient of making or maintaining any Eurocurrency Loan, to increase the cost to such Lender or to reduce the amount of any sum received or receivable by such Lender or other Recipient hereunder (whether of principal, interest or otherwise), then, from time to time upon request of such Lender or other Recipient, the Borrower will pay to such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, for such additional costs or expenses incurred or reduction suffered.

(b) If any Lender determines that any Change in Law regarding capital requirements has had or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then, from time to time upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) A certificate of a Lender setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in clause (a) or (b) of this Section delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

56

(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or expenses incurred or reductions suffered more than 90 days prior to the date that such Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or expenses or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or expenses or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.15 Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert or continue any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Eurocurrency Loan for acceptance and purchase other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.18, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan (exclusive of any applicable margin), for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the London interbank market (exclusive of any applicable margin). A certificate of any Lender delivered to the Borrower and setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

SECTION 2.16 Taxes.

(a) Withholding of Taxes; Gross-Up. Each payment by or on account of any obligation of any Loan Party under this Agreement or any other Loan Document, whether to the Administrative Agent, any Lender or any other Person to which any such payment is owed (each of the foregoing being referred to as a “Recipient”), shall be made without withholding for any Taxes, unless such withholding is required by applicable law as determined by the Loan Parties or the Administrative Agent (as applicable). If any applicable withholding agent is required by applicable law to withhold Taxes from any such payment, then such withholding agent shall so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Party shall be increased as necessary so that net of such withholding (including such withholding applicable to additional amounts payable under this Section 2.16), the applicable Lender (or, in the case of any amount received by the Administrative Agent for its own account, the Administrative Agent) receives the amount it would have received had no such withholding been made. For purposes of this Section 2.16, the term “applicable law” includes FATCA.

(b) Payment of Other Taxes by the Borrower. The Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law or at the option of the Administrative Agent or any Lender, as applicable, timely reimburse the Administrative Agent or such Lender for the payment of any Other Taxes.

(c) Evidence of Payment. As soon as practicable after any payment of Indemnified Taxes by a Loan Party to a Governmental Authority, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

57

(d) Indemnification by the Loan Parties. The Loan Parties shall jointly and severally indemnify (without duplication of amounts paid pursuant to Section 2.16(a)) each Recipient for any Indemnified Taxes that are paid or payable by such Recipient or required to be withheld or deducted from a payment to such Recipient (including Indemnified Taxes imposed or asserted on or attributable to amounts paid or payable under Section 2.16) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this paragraph shall be paid within 10 days after delivery by the Lender (with a copy to the Administrative Agent) or the Administrative Agent (on its own behalf or on behalf of a Lender) to any Loan Party of a certificate stating the amount of any Indemnified Taxes so paid or payable by such Lender or Administrative Agent and describing the basis for the indemnification claim. Such certificate shall be conclusive of the amount so paid or payable absent manifest error.

(e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that a Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

(f) Status of Lenders.

(i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under this Agreement shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including backup withholding) or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in clauses (A) through (E) of clause (f)(ii) and (iii) below) shall not be required if in the Lender’s judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Upon the reasonable request of the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.16(f). If any form or certification previously delivered pursuant to this Section 2.16(f) expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify the Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

58

(ii) Without limiting the generality of the foregoing, each Lender shall, if it is legally eligible to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as is reasonably requested by the Borrower and the Administrative Agent) on or prior to the date on which such Lender becomes a party hereto, duly completed and executed copies of whichever of the following is applicable:

(A) in the case of a Lender that is a U.S. Person, IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States of America is a party, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to such tax treaty;

(C) in the case of a Foreign Lender for whom payments under this Agreement constitute income that is effectively connected with such Lender’s conduct of a trade or business in the United States of America, IRS Form W-8ECI;

(D) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, both (1) IRS Form W-8BEN or W-8BEN-E, as applicable, and (2) a certificate substantially in the form of Exhibit G-1, Exhibit G-2, Exhibit G-3 or Exhibit G-4 (each, a “U.S. Tax Certificate”), as applicable, to the effect that (i) such Lender is not (x) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (y) a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or (z) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and (ii) interest payments under the Loans are not effectively connected with the Foreign Lender’s conduct of a trade or business in the United States of America;

(E) in the case of a Foreign Lender that is not the beneficial owner of payments made under this Agreement, (1) an IRS Form W-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A), (B), (C), (D) and (F) of this clause (f)(ii) that would be required of each such beneficial owner; provided that if such Lender is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Lender may provide a U.S. Tax Certificate on behalf of such partners; or

(F) any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. federal withholding Tax, together with such supplementary documentation as shall be necessary to enable the Borrower or the Administrative Agent to determine the amount of Tax (if any) required by law to be withheld.

59

(iii) If a payment made to a Lender under this Agreement would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their respective obligations under FATCA, to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA and, as necessary, to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.16(f)(iii), the term “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(g) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.16 (including by the payment of additional amounts pursuant to this Section 2.16), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.16 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over by such indemnified party pursuant to the prior sentence (plus any interest or other charges imposed by the relevant Governmental Authority) in the event such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will any indemnified party be required to pay any amount to any indemnifying party pursuant to this paragraph (g) if such payment would place such indemnified party in a less favorable position (on a net after-Tax basis) than such indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph (g) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h) Survival. Each party’s obligations under this Section 2.16 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

SECTION 2.17 Payments Generally; Pro Rata Treatment; Sharing of Setoffs.

(a) The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 12:00 noon, New York City time), on the date when due, in immediately available funds, without any defense, setoff, recoupment or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to such account as may be specified by the Administrative Agent, except that payments pursuant to Sections 2.14, 2.15, 2.16 and 10.03 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payment received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. All payments under each Loan Document of principal or interest in respect of any Loan (or of any breakage indemnity in respect of any Loan) shall be made in the currency of such Loan; all other payments under each Loan Document shall be made in U.S. Dollars, except as otherwise expressly provided herein.

60

(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of the amounts then due hereunder ratably among the parties entitled thereto, in accordance with the amounts then due to such parties and (ii) second, towards the payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(c) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the amount of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amounts of principal of and accrued interest on their Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (for the avoidance of doubt, as in effect from time to time and including the application of funds arising from the existence of a Defaulting Lender) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any Person that is an Eligible Assignee or as otherwise permitted Section 10.04. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d) Unless the Administrative Agent shall have received written notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate.

(e) If any Lender shall fail to make any payment required to be made by it hereunder to or for the account of the Administrative Agent, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations in respect of such payment until all such unsatisfied obligations have been discharged or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender pursuant to Sections 2.05(b), 2.17(d) and 10.03(c), in each case in such order as shall be determined by the Administrative Agent in its discretion.

SECTION 2.18 Mitigation Obligations; Replacement of Lenders.

(a) If (i) any Lender requests compensation under Section 2.14, (ii) any Loan Party is required to pay any additional amount to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.16 or (iii) any Lender becomes a Defaulting Lender, then such Lender shall use commercially reasonable efforts to designate a different lending office for funding or booking its

61

Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment and delegation.

(b) If (i) any Lender requests compensation under Section 2.14, or (ii) any Loan Party is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then (except with respect to any Lender that is the Administrative Agent or an affiliate thereof) the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an Eligible Assignee that shall assume such obligations (which may be another Lender, if a Lender accepts such assignment and delegation); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (if applicable, in each case only to the extent such amounts relate to its interest as a Lender) from the assignee or the Borrower (in the case of all other amounts) and (C) in the case of any such assignment and delegation resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver or consent by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation have ceased to apply. Each party hereto agrees that an assignment and delegation required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto.

SECTION 2.19 Refinancing Facilities.

(a) At any time after the Closing Date, the Borrower may obtain, from any Refinancing Lender (which may include any existing Lender and which must be Eligible Assignees) Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Loans under any Incremental Loan Commitments then outstanding under this Agreement) or any then outstanding Refinancing Loans in the form of Refinancing Loans or Refinancing Commitments, in each case, pursuant to a Refinancing Amendment, together with any applicable Intercreditor Agreement or other customary subordination agreement; provided that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), and (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Refinancing Lenders with respect thereto. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent and the Collateral Agent, receipt by the Administrative Agent of board resolutions, officer’s certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing

62

Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Loans or Refinancing Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Collateral Agent, to effect the provisions of this Section.

(b) This Section 2.19 shall supersede any provisions in Section 10.02 to the contrary.

SECTION 2.20 Extension of Maturity Date.

(a) The Borrower may, upon written notice to the Administrative Agent (an “Extension Request”), which shall promptly notify the applicable Lenders, request extensions of the Maturity Date applicable to the Commitments (the “Extended Loans”) to a date specified in such Extension Request.

(b) The Extension Request shall specify the date on which the Borrower proposes that the extension shall be effective, which shall be a date reasonably satisfactory to the Administrative Agent. Within the time period specified in such Extension Request, each applicable Lender shall notify the Administrative Agent whether it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the applicable Lenders of such Lenders’ responses.

(c) The maturity date applicable to any Commitments shall be extended only with respect to such Extended Loans held by such Lenders that have consented thereto (the Lenders that so consent being the “Extending Lenders” and the Lenders that declined being the “Non-Extending Lenders”) (it being understood and agreed that, except for the consents of Extending Lenders no other consents shall be required hereunder for such extensions). If so extended, the scheduled maturity date with respect to the Commitments held by the Extending Lenders shall be extended to the date specified in the Extension Request, which shall become the maturity date of the applicable Commitments (such date, the “Extended Maturity Date”). The Administrative Agent shall promptly confirm to the applicable Extending Lenders and Non-Extending Lenders such extension, specifying the effective date of such extension (the “Extension Effective Date”) and the Extended Maturity Date (after giving effect to such extension) applicable to the Extending Lenders.

(d) The proposed terms of the Extended Loans to be established shall (i) be identical as offered to each Lender and (ii) be identical to the existing Commitments from which such Extended Loans are to be amended, except that: (A) the maturity date of the Extended Loans shall be later than the maturity date of the existing Commitments and (B) the Administrative Agent and the Extending Lenders may receive customary fees in consideration for the extension of the Extended Loans.

(e) As a condition precedent to such extension, the Borrower shall deliver or cause to be delivered any customary legal opinions, certificates or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing such extension) reasonably requested by Administrative Agent and the Extending Lenders and a certificate stating that before and after giving effect to such extension, (i) the representations and warranties made by any Loan Party in this Agreement and the other Loan Documents are true and correct (x) in the case of the representations and warranties qualified as to materiality, in all respects and (y) otherwise, in all material respects, in each case on and as of the Extension Effective Date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date and (ii) that no Default or Event of Default exists and is continuing as of the Extension Effective Date.

63

(f) Notwithstanding the terms of Section 10.02, the Borrower and the Administrative Agent shall be entitled (without the consent of any other Lenders except to the extent required under subsection (b) above) to enter into any amendments to this Agreement, in form and substance satisfactory to the Administrative Agent, that the Administrative Agent believes are necessary to appropriately reflect, or provide for the integration of, any extension of the maturity date and other amendments applicable to any Extended Loans pursuant to this Section 2.20.

SECTION 2.21 Defaulting Lenders.

(a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i) Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.02.

(ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; fourth, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Loan Party as a result of any judgment of a court of competent jurisdiction obtained by any Loan Party against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and fifth, subject to the last sentence of Section 2.10(g), to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction.

(b) If the Borrower and the Administrative Agent agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

64

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each Loan Party represents and warrants to the Administrative Agent and the Lenders that:

SECTION 3.01 Organization; Powers. The Borrower and each Restricted Subsidiary (a) is duly organized, validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization or formation, except, in the case of good standing of a Restricted Subsidiary, where the failure to be so could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, and (b) has all requisite power and authority and all material Governmental Approvals required for the ownership and operation of its properties and the conduct of its business as now conducted and as proposed to be conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business, and (to the extent the concept is applicable in such jurisdiction) is in good standing, in every jurisdiction where such qualification is required.

SECTION 3.02 Authorization; Enforceability. The Transactions to be entered into by each Loan Party are within such Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational action of each Loan Party. This Agreement has been duly executed and delivered by each Loan Party and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of such Loan Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03 Governmental Approvals; Absence of Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with or any other action by any Governmental Authority, except (i) such as have been or substantially contemporaneously with the initial funding of Loans on the Closing Date will be obtained or made and are (or will so be) in full force and effect, (ii) filings necessary to perfect Liens created under the Loan Documents and (iii) for immaterial consents, approvals, registrations, filings or other actions, (b) will not violate any applicable law, including any order of any Governmental Authority, (c) will not violate the charter, by-laws or other organizational documents of the Borrower or any other Restricted Subsidiary, (d) will not violate or result (alone or with notice or lapse of time, or both) in a default under any material indenture or other agreement or instrument binding upon the Borrower or any Restricted Subsidiary or any of their assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by the Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, any termination, cancellation, acceleration or right of renegotiation of any obligation thereunder (except, in the case of agreements that do not relate to Indebtedness, for any violation or default that is immaterial), and (e) except for Liens created under the Loan Documents and the ABL Facility (to the extent in effect on the Closing Date), will not result in the creation or imposition of any Lien on any asset of the Borrower or any Restricted Subsidiary.

SECTION 3.04 Financial Condition; No Material Adverse Change.

(a) The (i) consolidated balance sheet and statements of income, comprehensive income, stockholders’ equity and cash flows of the Borrower as of and for the fiscal year ended December 31, 2018 and (ii) consolidated balance sheet and statements of income, comprehensive income, stockholders’ equity and cash flows of the Borrower as of and for the three (3) months ended March 31, 2019 fairly present, in all material respects, the financial position, results of operations and cash flows of the Borrower and its consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments and the absence of certain footnotes in the case of the statements for the three (3) month period ended March 31, 2019 referred to in clause (ii) above.

65

(b) Since December 31, 2018, there has been no event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

SECTION 3.05 Properties.

(a) Each Loan Party has good title to, or valid leasehold interests in, all its property material to its business, except for Liens permitted hereunder and minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.

(b) Each Loan Party owns, or is licensed to use, all patents, trademarks, copyrights, licenses, technology, software, domain names and other intellectual property that is material to its business and the use thereof by the Borrower or any Subsidiary does not infringe on the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.06 Litigation and Environmental Matters.

(a) There are no claims, actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the Knowledge of the Borrower or any other Restricted Subsidiary, threatened in writing against or affecting the Borrower or any Restricted Subsidiary that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of the Borrower or any Restricted Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any, or is subject to any pending or, to the Knowledge of the Borrower, threatened Environmental Claim, (iv) has Knowledge of any actual or alleged presence or Release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any Restricted Subsidiary or (v) has Knowledge of any basis for any Environmental Liability related in any way to the Borrower or any Restricted Subsidiary.

SECTION 3.07 Compliance with Laws and Agreements.

(a) The Borrower and each Restricted Subsidiary is in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and the ownership of its property (including compliance with all applicable Environmental Laws governing its business and the requirements of any permits issued under such Environmental Laws with respect to the operations of the Borrower or any of its Subsidiaries), except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b) Without limiting the foregoing, none of the Borrower or any of its Subsidiaries is (i) in material violation of any Anti-Terrorism Law or (ii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

66

(c) None of the Borrower or any of its Subsidiaries nor, to the Knowledge of the Borrower, any director, officer, agent, employee or other person acting on behalf of the Borrower or any of its Subsidiaries has taken any action, directly or indirectly, that would result in a violation by such Persons of any applicable Anti-Corruption Law; and the Borrower and its Subsidiaries have instituted and maintain policies and procedures reasonably designed to promote continued compliance therewith. Since three years prior to the Closing Date, there has been no action taken by the Borrower or any of its Subsidiaries or, to the Knowledge of the Borrower, any officer, director, or employee, or any agent or representative, of the Borrower or any of its Subsidiaries, in each case, acting on behalf of the Borrower or any of its Subsidiaries, in violation of any applicable Anti-Corruption Law. None of the Borrower or any of its Subsidiaries has been convicted of violating any Anti-Corruption Laws or subjected to any investigation by a Governmental Authority for violation of any applicable Anti-Corruption Laws or received any written notice, request or citation for any actual or potential noncompliance with any of the foregoing.

(d) None of the Borrower or any of its Subsidiaries or any director, officer, employee, agent, or affiliate of the Borrower or any of its Subsidiaries is an individual or entity (a “Sanctioned Person”) that is, or is owned or controlled by Persons that are: (i) the subject of any sanctions administered or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury or the Government of Canada (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of comprehensive Sanctions (currently the Crimean region of Ukraine, Cuba, Iran, North Korea, Sudan and Syria). Since three (3) years prior to the Closing Date, none of the Borrower or any of its Subsidiaries has knowingly engaged in, or is now knowingly engaged in, or will engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was, or whose government is or was, the subject of comprehensive Sanctions.

(e) The Borrower and each Restricted Subsidiary is in compliance with all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.08 Government Regulation.

(a) Neither the Borrower nor any of its Subsidiaries is subject to regulation under the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. Neither the Borrower nor any of its Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

(b) Neither the Borrower nor any of its Subsidiaries produces, designs, tests, manufactures, fabricates or develops “critical technologies” as defined pursuant to 31 C.F.R. § 801.204 and in turn is not a “pilot program U.S. business” within the meaning of 31 C.F.R. § 801.213.

SECTION 3.09 Taxes. Each Loan Party has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it (including in the capacity of withholding agent), except (a) Taxes not overdue by more than 30 days or if more than 30 days overdue, where (i) the validity or amount thereof is being contested in good faith by appropriate proceedings, (ii) the Borrower or such Restricted Subsidiary, as applicable, has set aside on its books reserves with respect thereto to the extent required by GAAP and (iii) such contest effectively suspends collection of the contested obligation and the enforcement of any Lien securing such obligation or (b) the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

67

SECTION 3.10 ERISA; Labor Matters.

(a) No ERISA Events have occurred or are reasonably expected to occur that could, in the aggregate, reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Accounting Standards Codification Topic 715) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair value of the assets of such Plan by an amount that could reasonably be expected to result in a Material Adverse Effect, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Accounting Standards Codification Topic 715) did not, as of the date or dates of the most recent financial statements reflecting such amounts, exceed the fair value of the assets of all such underfunded Plans by an amount that could reasonably be expected to result in a Material Adverse Effect.

(b) As of the Closing Date, there are no strikes, lockouts or slowdowns against the Borrower or any Restricted Subsidiary pending or, to their Knowledge, threatened. The hours worked by and payments made to employees of the Borrower and the Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable federal, state, local or foreign Laws relating to such matters, except for non-compliance which could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from the Borrower or any Restricted Subsidiary, or for which any claim may be made against the Borrower or any Restricted Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been timely paid or accrued as liabilities (to the extent required in accordance with GAAP) on the books of the Borrower or such Restricted Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any Restricted Subsidiary is bound.

SECTION 3.11 Subsidiaries and Joint Ventures; Ownership by Permitted Holder; Disqualified Equity Interests. After giving effect to the Closing Date Reorganization, all Equity Interests of PHI Corporate, LLC are owned by the Borrower and the Borrower has no Subsidiaries other than PHI Corporate, LLC and its Subsidiaries. Schedule 3.11 sets forth, as of the Closing Date (a) prior to giving effect to the Closing Date Reorganization, the name and jurisdiction of organization of, and the percentage of each class of Equity Interests owned by PHI, Inc. or any of its subsidiaries in, (i) each of its subsidiaries and (ii) each joint venture in which PHI, Inc. or any of its subsidiaries owns any Equity Interests and (b) after giving effect to the Closing Date Reorganization, the name and jurisdiction of organization of, and the percentage of each class of Equity Interests owned by the Borrower or any Subsidiary in, (i) each Subsidiary and (ii) each joint venture in which the Borrower or any Subsidiary owns any Equity Interests. After giving effect to the Closing Date Reorganization, the Equity Interests in each Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 3.11, as of the Closing Date after giving effect to the Closing Date Reorganization, there is no existing option, warrant, call, right, commitment or other agreement to which the Borrower or any Subsidiary is a party requiring, and there are no Equity Interests in any Subsidiary outstanding that upon exercise, conversion or exchange would require, the issuance by any Subsidiary of any additional Equity Interests or other securities exercisable for, convertible into, exchangeable for or evidencing the right to subscribe for or purchase any Equity Interests in any Subsidiary.

SECTION 3.12 Insurance. Schedule 3.12 sets forth a description of all insurance maintained by or on behalf of the Borrower and the Subsidiaries as of the Closing Date. The Borrower and each Subsidiary is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which it is engaged. As of the Closing Date, such insurance is in full force and effect and the Borrower has no reason to believe that it or any of its Subsidiaries will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers.

68

SECTION 3.13 Solvency. Immediately after the making of the Loans on the Closing Date, the application of the proceeds thereof and the consummation of the Transactions, (a) the fair value of the assets of each Loan Party will exceed its debts and liabilities, subordinated, contingent or otherwise, (b) the present fair saleable value of the assets of each Loan Party will be greater than the amount that will be required to pay the probable liability on its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged, as such business is conducted at the time of and is proposed to be conducted following the making of such Loan.

SECTION 3.14 Disclosure. No written reports, financial statements, certificates or other information furnished by or on behalf of the Borrower or any Restricted Subsidiary to the Administrative Agent or any Lender (other than information of a general economic or industry specific nature, projected financial information or other forward looking information) in connection with the negotiation of this Agreement or any other Loan Document, included herein or therein or furnished hereunder or thereunder (as modified or supplemented by other information so furnished prior to the date on which this representation is made or deemed made), when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed by them to be reasonable at the time made and at the time so furnished and, if furnished prior to the Closing Date, as of the Closing Date (it being understood that such forecasts and projections may vary from the actual results and that such variances may be material).

SECTION 3.15 Collateral Matters. The Security Documents are, or will be once duly executed, as applicable, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest subject to applicable bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights and to general principles of equity, regardless of whether considered in a proceeding in equity or at law security interest in the collateral described therein. The security interest created under the Security Documents will constitute a first priority perfected security interest in all right, title and interest of the Loan Parties in the collateral described therein, prior and superior to the rights of any other Person, except Liens permitted under Section 6.05. The appropriate office for the filing of financing statements for each of the Borrower and each Guarantor as of the Closing Date, after giving effect to the Closing Date Reorganization, is specified on Schedule 3.15.

SECTION 3.16 Federal Reserve Regulations. None of the Borrower or any Restricted Subsidiary is engaged, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors), or extending credit for the purpose of purchasing or carrying margin stock. No part of the proceeds of the Loans will be used, directly or indirectly, for any purpose that entails a violation (including on the part of any Lender) of any of the regulations of the Board of Governors, including Regulations U and X.

SECTION 3.17 No Defaults. Neither the Borrower nor any of its Subsidiaries is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual Obligations, and no condition exists which, with the giving of notice or the lapse of time or both, could constitute such a default, except where the consequences, direct or indirect, of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, no Default or Event of Default (or similar term, however defined) has occurred and is continuing hereunder or under (and as defined in) any Material Indebtedness.

69

SECTION 3.18 Use of Proceeds. The proceeds of the Loans shall be used for the purposes set forth in Section 5.11.

SECTION 3.19 Information with Respect to Certain Aircraft.

(a) For each Aircraft included as Aircraft Collateral in respect of which a certificate of airworthiness is not delivered to the Administrative Agent on the Closing Date, such Aircraft possesses all required equipment and would be capable of receiving a certificate of airworthiness on such date.

(b) Each Owner listed in the most recent Aircraft Collateral Certificate has full title of each Airframe, Engine and Spare Engine as described therein. Neither any Owner nor any Disclosed Sublessee has granted to any person other than the Collateral Agent an International Interest, national interest, Prospective International Interest, Lien, de-registration power of attorney or a de-registration and export request authorization with respect to any Aircraft, Airframe, Engine or Spare Engine included as Aircraft Collateral other than any Permitted Aircraft Liens.

(c) Each Aircraft included as Aircraft Collateral is operated by a duly authorized and certificated air carrier in good standing under applicable law, who has complied with and satisfied all of the requirements of and is in good standing with the applicable Aviation Authority, so as to enable compliance with this Loan Agreement, and to otherwise lawfully operate, possess, use and maintain the applicable Aircraft in accordance with the Loan Documents.

SECTION 3.20 Disclosed Subleases.

(a) Schedule 3.20 sets forth, as of the Closing Date, all Disclosed Subleases.

(b) As of the Closing Date, to the Knowledge (in management’s reasonable judgment after due inquiry) of the Loan Parties, there is no pending or threatened termination of any Disclosed Sublease or adverse amendment or modification to (i) any Disclosed Sublease or (ii) the nature or economics of the commercial relationship between the Borrower and any counterparty to a Disclosed Sublease.

(c) Each Disclosed Sublessee is in possession and control of the Aircraft which it has leased pursuant to the relevant Disclosed Sublease.

ARTICLE IV

CONDITIONS

SECTION 4.01 Closing Date. The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions shall be satisfied (or waived in accordance with Section 10.02):

(a) The United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”) shall have entered a final and non-appealable order (the “Confirmation Order”) confirming a plan under Chapter 11 of the Bankruptcy Code (the “Plan of Reorganization”). The Confirmation Order shall be in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent and shall be final and in full force and effect. The Plan of Reorganization shall be

70

consistent with the Third Amended Joint Plan of Reorganization dated as of June 18, 2019 and that certain Settlement Plan Term Sheet filed with the Bankruptcy Court on June 6, 2019 under Docket No. 624 without giving effect to any waiver, amendment, supplement or other modification in respect thereof that is materially adverse to the rights and interests of any or all of the Lead Arranger, the Administrative Agent, the Collateral Agent, the Lenders (taken as a whole) and their respective Affiliates (as determined in good faith by the Lead Arranger) and all conditions precedent to the effectiveness of the Plan of Reorganization, other than the funding of the Loans under this Agreement and the application of the proceeds therefrom, shall have been or concurrently will be satisfied, and the effective date of the Plan of Reorganization shall have occurred.

(b) That certain Settlement Plan Term Sheet filed with the Bankruptcy Court on June 6, 2019 under Docket No. 624 shall not have been amended, supplemented or otherwise modified in any respects materially adverse to the Lead Arranger, the Administrative Agent, the Collateral Agent, the Lenders (taken as a whole) and their respective Affiliates (as determined in good faith by the Lead Arranger).

(c) The Administrative Agent and the Lead Arranger shall have received from each party hereto an executed counterpart of this Agreement signed on behalf of such party.

(d) The Administrative Agent shall have received (i) original promissory notes in the number requested pursuant to Section 2.08(c) and (ii) a duly executed and completed Aircraft Collateral Certificate, in substance reasonably satisfactory to the Administrative Agent.

(e) The Administrative Agent and the Lead Arranger shall have received favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) DLA Piper LLP, counsel for the Borrower and the Guarantors, (ii) Jones Walker LLP, local Louisiana counsel to the Borrower and the Guarantors, and (iii) local counsel to the Borrower and the Guarantors in each other jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties, in each case in form and substance satisfactory to the Administrative Agent.

(f) The Administrative Agent and the Lead Arranger shall have received such corporate records, documents and certificates as the Administrative Agent may reasonably request (including a recent lien, tax lien, judgment and litigation search in each relevant jurisdiction with respect to the Loan Parties, which search shall have revealed no Liens on the assets of such entity except for Liens permitted by the Loan Documents or Liens to be discharged on or prior to the Closing Date), relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, as are customary for financings of this type.

(g) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03.

(h) (i) The Administrative Agent and the Lead Arranger shall have received all closing payments, fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including fees, charges and disbursements of counsel) required to be paid or reimbursed by any Loan Party under any Loan Document and for which invoices have been delivered to the Borrower prior to the Closing Date and (ii) each Lender shall have received the fees (including any upfront fees and ticking fees) payable to such Lender under Section 2.11.

71

(i) Except as set forth in Section 5.16, the Administrative Agent and the Lead Arranger shall have received (i) from each applicable Loan Party, an executed counterpart of each Security Document and (ii) satisfactory evidence that the Collateral Agent, on behalf of the Secured Parties, has a valid and perfected first priority Lien and security interest in the Collateral.

(j) If applicable, the Borrower shall be in compliance with all requirements to file reports under the Exchange Act.

(k) Prior to or substantially contemporaneously with the initial funding of Loans on the Closing Date, the Existing Debt Refinancing shall have occurred. The Borrower and its Restricted Subsidiaries shall have no Indebtedness other than (a) the Obligations; (b) to the extent undrawn and in effect on the Closing Date, the ABL Facility; and (c) other Indebtedness permitted pursuant to Section 6.01.

(l) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the chief financial officer of the Borrower certifying (i) as to the matters set forth in Section 3.13, Section 4.01(n), Section 4.01(o) and Section 4.01(p) and (ii) that after the making of the Loans on the Closing Date, the application of the proceeds thereof and the consummation of the Transactions, the aggregate amount of Unrestricted Cash of the Borrower and its Restricted Subsidiaries on such date exceeds $75,000,000.

(m) (i) The Administrative Agent and the Lead Arranger shall have received all documentation at least five (5) Business Days prior to the Closing Date and other information about the Borrower and the Guarantors that shall have been reasonably requested by the Administrative Agent or the Lead Arranger in writing at least five (5) Business Days prior to the Closing Date and that the Administrative Agent and the Lead Arranger reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and (ii) if the Borrower qualifies as a “legal entity” customer under 31 C.F.R. § 1010.230 and the Administrative Agent has so requested at least five (5) Business Days prior to the Closing Date, the Administrative Agent and each such Lender requesting a Beneficial Ownership Certification (which request is made through the Administrative Agent) will have received, at least five (5) Business Days prior to the Closing Date, the Beneficial Ownership Certification in relation to the Borrower.

(n) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the date of such Borrowing, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date.

(o) At the time of and immediately after giving effect to such Borrowing, no Default or Event of Default shall have occurred and be continuing.

(p) Since December 31, 2018, there has been no change that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

SECTION 4.02 Incremental Loan Commitment. The obligations of any Incremental Term Lenders to make Incremental Loans pursuant to Section 2.04 shall not become effective until the date on which each of the following conditions shall be satisfied (or waived in accordance with Section 10.02):

(a) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03.

72

(b) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the date of such Borrowing, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date.

(c) At the time of and immediately after giving effect to such Borrowing, no Default or Event of Default shall have occurred and be continuing.

(d) The Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) customary legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.01.

ARTICLE V

AFFIRMATIVE COVENANTS

Until the occurrence of the Termination Date, each Loan Party covenants and agrees with the Lenders that:

SECTION 5.01 Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf of each Lender:

(a) (i) Within 60 days after the end thereof, the consolidated balance sheets of the Borrower and its Restricted Subsidiaries as at the end of such fiscal quarter and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower and its Restricted Subsidiaries for such fiscal quarter and for the period from the beginning of the current fiscal year to the end of such fiscal quarter together with a copy of management’s discussion and analysis with respect to such financial statements and (ii) within 120 days after the end of each fiscal year ending after the Closing Date (A) the consolidated balance sheets of the Borrower and its Restricted Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower and its Restricted Subsidiaries for such fiscal year together with a copy of management’s discussion and analysis with respect to such financial statements and (B) a report on the annual financial statements by the Borrower’s certified independent accountants (which report shall be unqualified as to “going concern” and scope of audit (except for any “going concern” qualification, exception or explanatory paragraph pertaining to impending maturities of any Indebtedness occurring prior to the expiry of the first full four fiscal quarter period following such audit)); provided, however, that the Borrower will not be required to furnish such information to the Administrative Agent or the Lenders if such information is electronically filed with the SEC and is electronically available to the public.

(b) concurrently with each delivery of financial statements under clause (a) above, (x) a completed Compliance Certificate signed by a Financial Officer of the Borrower, certifying (i) as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) as to whether any material change in GAAP or in the application thereof has occurred since the date of the consolidated balance sheet of the Borrower most recently theretofore delivered under clause (a) above (or, prior to the first such delivery, referred to in Section 3.04) and, if any such change has occurred, specifying (if known and quantifiable) the effect of such change on the financial statements (including those for the prior periods) accompanying such certificate, and (iii) that the Borrower is in compliance with Section 6.15, and (y) a report with the Value of the Aircraft Collateral;

73

(c) concurrently with each delivery of annual financial statements under clause (a) above, a completed updated Aircraft Collateral Certificate;

(d) a conference call each fiscal quarter, beginning with the first full fiscal quarter ending after the Closing Date, for Lenders to discuss such financial information no later than ten Business Days after the distribution of such information required by clause (a) above, and prior to the date of each such conference call, the Borrower will announce the time and date of such conference call and either include all information necessary to access the call in such announcement or inform the Lenders of the applicable password or other login information (if applicable);

(e) promptly after any request therefor by the Administrative Agent or any Lender, copies of (i) any documents described in Section 101(k)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents and notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof;

(f) (i) promptly upon the delivery or receipt thereof (and in any event not later than five Business Days after such delivery or receipt or such later date as agreed to by the Administrative Agent), copies of any notice of any default or event of default under any Material Indebtedness and (ii) promptly upon the execution thereof (and in any event not later than five Business Days after the date of execution), copies of any amendment, restatement, supplement or other modification to any ABL Facility Documentation; and

(g) promptly after any written request therefor, such other information regarding the operations, business affairs, assets, liabilities (including contingent liabilities) and financial condition of the Borrower or any other Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender (acting through the Administrative Agent) may reasonably request.

SECTION 5.02 Notices of Material Events. The Borrower will furnish to the Administrative Agent written notice promptly upon a Responsible Officer of the Borrower having Knowledge of any of the following:

(a) the occurrence of, or receipt by the Borrower of any written notice claiming the occurrence of, any Default;

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Restricted Subsidiary, or any adverse development in any such pending action, suit or proceeding not previously disclosed in writing by the Borrower to the Administrative Agent, that in any manner questions the validity of any Loan Document;

(c) the occurrence of any ERISA Event that, alone or together with any other such ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

74

(d) any other development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;

(e) the occurrence of a termination of, or the receipt by the Borrower of any notice of the termination of any one or more Material Agreements of any Loan Party.

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other Executive Officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.03 Borrower Information. Promptly following any request therefor, the Borrower will provide information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation.

SECTION 5.04 Information Regarding Collateral. The Borrower will furnish to the Administrative Agent prior written notice of any change in (i) the legal name of any Loan Party, as set forth in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger, amalgamation or consolidation) or (iii) the location of the chief executive office of any Loan Party and take all actions, including the filing of UCC amendments required under applicable law or requested by the Administrative Agent to continue perfection of the collateral agent’s security interest in the Collateral at all times following such change; provided, that notwithstanding the foregoing, it is understood and agreed that the Borrower may provide written notice of the changes related to the Closing Date Reorganization promptly (but no later than one (1) Business Day) after the occurrence thereof.

SECTION 5.05 Existence; Conduct of Business.

(a) The Borrower and each Restricted Subsidiary will do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit any transactions permitted under Sections 6.04, 6.06 or 6.13. The Borrower and each Restricted Subsidiary will do or cause to be done all things necessary to preserve, renew and keep in full force and effect all its material rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business; provided that the foregoing shall not prohibit any transaction permitted under Sections 6.04, 6.06 or 6.13. It is understood and agreed that the Closing Date Reorganization is not prohibited by this Section 5.05(a).

(b) The Borrower and each Restricted Subsidiary will take all reasonable actions to maintain all material patents, trademarks, copyrights, licenses, technology, software, domain names and other material intellectual property necessary to the conduct of its business as currently conducted.

SECTION 5.06 Payment of Taxes. The Borrower and each Restricted Subsidiary will pay its Tax liabilities, before the same shall become more than 30 days overdue or, if more than 30 days overdue, except where (a) (i) the validity or amount thereof is being contested in good faith by appropriate proceedings, (ii) the Borrower or such Restricted Subsidiary has set aside on its books reserves with respect thereto to the extent required by GAAP and (iii) such contest effectively suspends collection of the contested obligation and the enforcement of any Lien securing such obligation or (b) the failure to make payment could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

75

SECTION 5.07 Maintenance of Properties. The Borrower and each Restricted Subsidiary will keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear, and casualty and condemnation excepted. The Borrower and the Guarantors will maintain the Collateral that is necessary to the normal operation of its business in good working order and condition, other than where failure to so maintain could not reasonably be expected to have a Material Adverse Effect. The Borrower will, and will cause each of the Guarantors that own any Collateral, to (i) at all times maintain, preserve and protect all property used in the conduct of its business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business), in each case, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect, (ii) from time to time make, or cause to be made, all necessary and proper repairs, renewals, additions, and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect, and (iii) keep its insurable property insured at all times by financially sound and reputable insurers.

SECTION 5.08 Insurance.

(a) The Borrower will, and will cause each of the Subsidiaries to, maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks that is consistent with the insurance coverage of the Borrower and its Subsidiaries as of the Closing Date, taken as a whole, and as are customarily maintained by similarly situated companies engaged in the same or similar businesses operating in the same or similar locations. The Borrower will furnish to the Administrative Agent (for posting to the Lenders), upon its reasonable request, information in reasonable detail as to the insurance so maintained.

(b) The Borrower will cause all such policies covering any Collateral to be endorsed or otherwise amended to include a customary lender’s loss payable endorsement, in form and substance satisfactory to the Administrative Agent and the Collateral Agent, which endorsement shall provide that, from and after the Closing Date, if the insurance carrier shall have received written notice from the Administrative Agent or the Collateral Agent of the occurrence of an Event of Default, the insurance carrier shall pay all proceeds otherwise payable to the Borrower or the Loan Parties under such policies directly to the Collateral Agent; cause all such policies to provide that neither the Borrower, the Administrative Agent, the Collateral Agent nor any other party shall be a coinsurer thereunder and to contain a “Replacement Cost Endorsement”, without any deduction for depreciation, and such other provisions as the Administrative Agent or the Collateral Agent may reasonably require from time to time to protect their interests; deliver original or certified copies of all such policies to the Collateral Agent; cause each such policy to provide that it shall not be cancelled, modified or not renewed (i) by reason of nonpayment of premium upon not less than 10 days’ prior written notice thereof by the insurer to the Administrative Agent and the Collateral Agent (giving the Administrative Agent and the Collateral Agent the right to cure defaults in the payment of premiums) or (ii) for any other reason upon not less than 30 days’ prior written notice thereof by the insurer to the Administrative Agent and the Collateral Agent; deliver to the Administrative Agent and the Collateral Agent, prior to the cancellation, modification or nonrenewal of any such policy of insurance, a copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to the Administrative Agent and the Collateral Agent) together with evidence satisfactory to the Administrative Agent and the Collateral Agent of payment of the premium therefor.

(c) If at any time the area in which any Mortgaged Properties are located is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), obtain flood insurance in such total amount as the Administrative Agent, the Collateral Agent or the Required Lenders may from time to time require, and otherwise comply with (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii)

76

the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001, et seq.), as the same may be amended or recodified from time to time, (iv) the Flood Insurance Reform Act of 2004 and (v) the Biggert-Waters Flood Reform Act of 2012, and any regulations promulgated thereunder, as each may be amended from time to time.

(d) With respect to any Mortgaged Property, carry and maintain comprehensive general liability insurance including the “broad form CGL endorsement” and coverage on an occurrence basis against claims made for personal injury (including bodily injury, death and property damage) and umbrella liability insurance against any and all claims, in no event for a combined single limit of less than that which is customary for companies in the same or similar businesses operating in the same or similar locations, naming the Collateral Agent as an additional insured, on forms satisfactory to the Collateral Agent.

SECTION 5.09 Books and Records; Inspection and Audit Rights. The Borrower and each Restricted Subsidiary will keep proper books of record and account in which full, true and correct entries in accordance with GAAP are made of all dealings and transactions in relation to its business and activities. The Borrower and each Restricted Subsidiary will permit the Administrative Agent, and any agent designated by the Administrative Agent, upon reasonable prior notice and during normal business hours, (a) to visit and inspect its properties, (b) to examine and make extracts from its books and records and (c) to discuss its operations, business affairs, assets, liabilities (including contingent liabilities) and financial condition with its officers and independent accountants; provided that unless an Event of Default shall have occurred and be continuing, (i) no more than two such visits and inspections may be made during any calendar year, (ii) each such visit and inspection shall be made upon at least three (3) Business Days’ prior notice to the Borrower or the applicable Restricted Subsidiary and shall not unreasonably interfere with the conduct of the business of the Borrower or the applicable Restricted Subsidiary, and (iii) regardless of the existence of an Event of Default, the Borrower shall have the opportunity to be present at any meeting with its independent accountants.

SECTION 5.10 Compliance with Laws. The Borrower and each Restricted Subsidiary will comply with all Laws, including all orders of any Governmental Authority, applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect policies and procedures reasonably designed to promote compliance by the Borrower, its Subsidiaries, and their respective directors, officers, employees, and agents with Anti-Corruption Laws (including, without limitation, the FCPA) and any other applicable anti-corruption laws and applicable Sanctions.

SECTION 5.11 Use of Proceeds. The proceeds of the Loans will be used by the Borrower (a) on the Closing Date solely for (i) the payment of fees and expenses payable in connection with the Transactions (including making required payments under the Plan of Reorganization) and (ii) the Existing Debt Refinancing, and (b) for general corporate purposes. The Borrower will not, directly or, to its Knowledge, indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, (x) to fund any activities or business of or with any Sanctioned Person, or in any country or territory, to the extent that such funding would violate Sanctions, or (y) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans, whether as underwriter, advisor, investor, or otherwise).

SECTION 5.12 Employee Benefits. The Borrower and each ERISA Affiliate will comply in all material respects with the applicable provisions of ERISA and the related sections of the Code.

77

SECTION 5.13 Additional Guarantors. If, after the Closing Date, (a) the Borrower or any Restricted Subsidiary shall acquire or create another Restricted Subsidiary (other than in any case an Excluded Subsidiary) or (b) any Unrestricted Subsidiary that is not an Excluded Subsidiary is redesignated a Restricted Subsidiary, then, in each such case, the Borrower shall cause such Restricted Subsidiary to:

(i) execute and deliver to the Administrative Agent within 45 days (a) a joinder agreement substantially in the form included in Exhibit C hereto pursuant to which such Restricted Subsidiary shall unconditionally Guarantee the Obligations and become a party to this Agreement and (b) if such Subsidiary owns any Material Real Property or other assets of the type that constitute Collateral, joinders to the Security Documents or additional Security Documents and take all actions required thereunder to grant a perfected Lien to the Collateral Agent on all Collateral of such Restricted Subsidiary; and

(ii) deliver to the Administrative Agent one or more Opinions of Counsel that such joinders and such Security Documents (a) have been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitute valid and legally binding obligations of such Restricted Subsidiary in accordance with its terms.

The Borrower will not permit any Subsidiary to be an obligor under the ABL Facility unless such Subsidiary shall also be a Guarantor.

SECTION 5.14 After-Acquired Property.

(a) Upon the acquisition by the Borrower or any Guarantor after the Closing Date of any after-acquired Aircraft that, in any such case, form part of the Aircraft Collateral, the Borrower or such Guarantor shall execute and deliver, within 30 days of such acquisition an updated Aircraft Collateral Certificate together with any other information, documentation, financing statements or other certificates and Opinions of Counsel as may be necessary to vest in the Collateral Agent a perfected security interest, subject only to Permitted Collateral Liens, in such after-acquired property and to have such after-acquired property added to the Collateral, and thereupon all provisions of this Agreement relating to the Collateral shall be deemed to relate to such after-acquired property to the same extent and with the same force and effect. No filings with the FAA or any other Aircraft Collateral Covered Jurisdiction with respect to the security interest in any leased Aircraft leased to the Borrower or any Guarantor by third parties will be required to be made and such security interest will not be required to be registered on the International Registry.

(b) Upon the acquisition by the Borrower or any Guarantor after the Closing Date of any Equity Interests, to the extent such Equity Interests are not Excluded Equity Interests and are not subject to a valid and perfected security interest in favor of the Collateral Agent pursuant to the Security Documents, such Loan Party shall promptly, and in any event, within five Business Days (or such longer period as the Collateral Agent may agree) deliver such security documents and take such other actions as the Collateral Agent may reasonably request to vest in the Collateral Agent a valid and perfected security interest in such Equity Interests.

(c) Upon the acquisition by the Borrower or any Guarantor after the Closing Date of any after-acquired Material Real Property, the Borrower or such Guarantor shall promptly give notice thereof to the Collateral Agent and, within 90 days of such acquisition (or such longer period as the Collateral Agent may agree in its reasonable discretion), cause such Material Real Property to be subjected to a Lien and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Collateral Agent to grant and perfect or record such Lien, including providing each of the following:

78

(i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary in order to create a valid and subsisting perfected Lien (subject to Permitted Liens) on the property and/or rights described therein in favor of the Collateral Agent, for the benefit of the Secured Parties, and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent;

(ii) a title insurance policy for such property or the equivalent or other form (if applicable) available in each applicable jurisdiction in form and substance, with endorsements and in amounts, reasonably acceptable to the Collateral Agent (not to exceed the value of the real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Collateral Agent, insuring the Lien of each such Mortgage as a valid Lien on the property described therein, free of any other Liens except Permitted Liens, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance, in each case as the Collateral Agent may reasonably request;

(iii) opinions of local counsel for the Loan Parties in states or provinces in which the real properties are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Collateral Agent;

(iv) (x) “Life of Loan” Federal Emergency Management Agency Standard Flood Hazard determinations, (y) notices, in the form required under the Flood Insurance Laws, about special flood hazard area status and flood disaster assistance duly executed by each Loan Party, and (z) if any improved Material Real Property encumbered by any Mortgage is located in a special flood hazard area, a policy of flood insurance that (1) covers such improved Material Real Property, (2) is written in an amount not less than the outstanding principal amount of the Indebtedness secured by such Mortgage reasonably allocable to such Material Real Property or the maximum limit of coverage made available with respect to the particular type of property under the Flood Insurance Laws, whichever is less, and (3) is otherwise on terms reasonably satisfactory to the Administrative Agent;

(v) together with all environmental assessments, real property surveys and supplemental casualty insurance reasonably requested by the Administrative Agent or the Collateral Agent, in each case, to the extent available and in the possession of the Borrower; provided, however, that there shall be no obligation to deliver to the Administrative Agent any such environmental assessment, real property survey or supplemental casualty insurance whose disclosure to the Collateral Agent would require the consent of a Person other than the Borrower or one of its Restricted Subsidiaries; and

(vi) such other evidence that all other actions that the Administrative Agent and the Collateral Agent may reasonably deem necessary or desirable in order to create valid and subsisting Liens on the property described in the Mortgages has been taken.

SECTION 5.15 Aircraft Collateral Leases. In the event that any Aircraft Collateral is leased to any Subsidiary of the Borrower, the Borrower and the Guarantors covenant on behalf of themselves and their Subsidiaries, that if requested by the Collateral Agent in connection with a foreclosure on or other sale or transfer of any such Aircraft Collateral in connection with an exercise of remedies they will cancel such lease so the applicable Aircraft Collateral may be transferred free and clear of such lease, so long as such cancellation is permitted by all applicable laws and would not result in other Aircraft Collateral being deregistered from the relevant Aircraft Collateral Covered Jurisdiction.

79

SECTION 5.16 Certain Post-Closing Collateral Obligations. The Borrower and the Guarantors shall comply with the provisions set forth in Schedule 5.16 within the time periods specified on Schedule 5.16.

SECTION 5.17 Further Assurances.

(a) The Borrower and the Guarantors shall execute any and all further documents, financing statements, agreements and instruments, and take all further action that may be required under applicable law, or that the Collateral Agent may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests and Liens created or intended to be created by the Security Documents in the Collateral. In addition, from time to time, the Borrower will reasonably promptly secure the Obligations by pledging or creating, or causing to be pledged or created, perfected security interests and Liens with respect to the Collateral perfected to the extent required by the Security Documents. Such security interests and Liens will be created under the Security Documents and other security agreements and other instruments and documents in form and substance reasonably satisfactory to the Collateral Agent.

(b) Without limiting any other provisions of the Loan Documents, the Borrower and the Guarantors agree that upon (i) request from CFIUS, (ii) determination by the CFIUS Parties of a filing requirement pursuant to the CFIUS pilot program regulations set out at 31 CFR Part 801, or (iii) reasonable request from the Collateral Agent to the other CFIUS Parties, which approval of the request shall not unreasonably be denied, in connection with any enforcement action under any Loan Document (such event an “Enforcement Action Transaction”), to cooperate, and to cause their respective affiliates to cooperate, in filing a joint voluntary notice or pilot program declaration with CFIUS pursuant to the DPA, including by (w) assisting with the prompt preparation, drafting, and filing of any and all submissions to CFIUS deemed reasonably necessary by the Collateral Agent after discussion and collaboration with the other CFIUS Parties; (x) promptly and, in all events, within the timeframe set forth in the DPA, providing any information requested by CFIUS in connection with the CFIUS assessment, review, or investigation; (y) permitting the Collateral Agent to review in advance any filling that it proposes to give to CFIUS, and promptly notifying the Collateral Agent in advance of any meeting, telephone call or conference with CFIUS, in each case to the extent not prohibited by CFIUS or by applicable law; and (z) giving the Collateral Agent the opportunity to attend and participate in any telephonic conferences or in-person meetings with CFIUS, to the extent not prohibited by CFIUS. The Borrower and Guarantors shall, and shall cause their respective affiliates to, use reasonable best efforts to obtain, as applicable, CFIUS Clearance. For the avoidance of doubt, the Collateral Agent shall not have an obligation to accept or take any action, condition, or restriction in order to achieve CFIUS Clearance in connection with the Enforcement Action Transaction.

(c) The Borrower and the Guarantors, as promptly as practicable after the Closing Date, shall take all further action that may be required under applicable law, or that the Collateral Agent may reasonably request, in order to remove from the applicable records the encumbrances listed on Schedule 6.05; provided that, after notice to the Borrower, the Administrative Agent may, at the Borrower’s expense (subject to Section 10.03), take any such action on the Borrower’s and the Guarantor’s behalf.

SECTION 5.18 Designation of Unrestricted Subsidiaries. The Borrower may designate any Subsidiary of the Borrower acquired, formed or otherwise created after the Closing Date (other than any member of the HNZ Group) as an “Unrestricted Subsidiary” under this Agreement (a “Designation”) only if:

(a) such designation is made within five (5) Business Days of such acquisition, formation or other creation;

80

(b) no Default shall have occurred and be continuing at the time of or after giving effect to such Designation; and

(c) the Borrower would be permitted to make, at the time of such Designation, an Investment pursuant to Section 6.03 in an amount (the “Designation Amount”) equal to the Fair Market Value of the Borrower’s proportionate interest in such Subsidiary on such date.

No Subsidiary shall be Designated as an “Unrestricted Subsidiary” unless such Subsidiary:

(a) has no Indebtedness other than Non Recourse Debt;

(b) is not party to any agreement, contract, arrangement or understanding with the Borrower or any Restricted Subsidiary unless the terms of the agreement, contract, arrangement or understanding are reasonably similar to, or more materially favorable to the Borrower or the Restricted Subsidiary (taken as a whole) than, those that might be obtained at the time from Persons who are not Affiliates;

(c) is a Person with respect to which neither the Borrower nor any Restricted Subsidiary has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve the Person’s financial condition or to cause the Person to achieve any specified levels of operating results; and

(d) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Borrower or any Restricted Subsidiary, except for any Guarantee given solely to support the pledge by the Borrower or any Restricted Subsidiary of the Equity Interests of such Unrestricted Subsidiary, which Guarantee is not recourse to the Borrower or any Restricted Subsidiary, and except to the extent the amount thereof constitutes a Restricted Payment permitted pursuant to Section 6.02 of this Agreement.

If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of the date and, if the Indebtedness is not permitted to be incurred under Section 6.01 or the Lien is not permitted under Section 6.05 the Borrower shall be in default of the applicable covenant.

The Borrower may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Redesignation”) only if:

(a) no Default shall have occurred and be continuing at the time of and after giving effect to such Redesignation; and

(b) all Liens, Indebtedness and Investments of such Unrestricted Subsidiary outstanding immediately following such Redesignation would, if incurred or made at such time, have been permitted to be incurred or made for all purposes of this Agreement.

All Designations and Redesignations must be evidenced by resolutions of the Board of Directors of the Borrower, delivered to the Administrative Agent certifying compliance with the foregoing provisions.

81

SECTION 5.19 Pledged Equity Interests. On the Closing Date and at each time thereafter that any Restricted Subsidiary of the Borrower is created or acquired or any Unrestricted Subsidiary becomes a Restricted Subsidiary, the Borrower and the other Loan Parties (as applicable) shall execute and deliver to the Collateral Agent for the benefit of the Secured Parties, documents necessary, together with all certificates (or other evidence acceptable to Collateral Agent), if any, evidencing the issued and outstanding Equity Interests of each such Restricted Subsidiary (other than any Excluded Equity Interests) of every class owned by such Loan Party (as applicable) which, if certificated, shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), as the Collateral Agent shall deem necessary or appropriate to grant, evidence and perfect a security interest in the issued and outstanding Equity Interests owned by the Borrower or any other Loan Party in each Restricted Subsidiary (other than any Excluded Equity Interests) prior and superior in right to any other Person.

ARTICLE VI

NEGATIVE COVENANTS

Until the occurrence of the Termination Date, each Loan Party covenants and agrees with the Lenders that:

SECTION 6.01 Indebtedness. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur any Indebtedness except the following (each of the following, “Permitted Indebtedness”):

(a) Indebtedness of the Borrower and any Guarantor under the ABL Facility (including reimbursement obligations with regard to letters of credit) incurred pursuant to this clause (a) in an aggregate principal amount at any time outstanding not to exceed $50,000,000;

(b) Indebtedness of the Borrower and any Guarantor incurred under this Agreement and the other Loan Documents (including Indebtedness incurred pursuant to Section 2.04 and Section 2.19 hereof);

(c) Indebtedness of the Borrower and the Restricted Subsidiaries listed on Schedule 6.01 to the extent outstanding on the Closing Date (other than Indebtedness referred to in clauses (a) and (b) above);

(d) Indebtedness in respect of Hedge Contracts, including, without limitation, Permitted Commodity Hedge Agreements and Permitted Interest Rate Hedge Agreements; provided that such Hedge Contracts are designed to hedge against the Borrower’s or any Restricted Subsidiary’s exposure to interest rates, foreign exchange rates or other commodity pricing risks incurred in the ordinary course of business and not for the purpose of speculation;

(e) Indebtedness of the Borrower owed to a Restricted Subsidiary and Indebtedness of any Restricted Subsidiary owed to the Borrower or any other Restricted Subsidiary; provided, that (i) upon any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or such Indebtedness being owed to any Person other than the Borrower or a Restricted Subsidiary, the Borrower or such Restricted Subsidiary, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (e) and (ii) with respect to Foreign Subsidiaries, all such Indebtedness is (A) evidenced by a master intercompany note, in form and substance reasonably satisfactory to Agent (the “Intercompany Note”), and, if owed to a Loan Party, shall be subject to a first priority perfected Lien in favor of Administrative Agent pursuant to the Loan Documents, and (B) unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Intercompany Note;

82

(f) Indebtedness in respect of bid, letters of credit, performance or surety bonds issued for the account of the Borrower or any Restricted Subsidiary in the ordinary course of business, including Guarantees or obligations of the Borrower or any Restricted Subsidiary with respect to letters of credit supporting such bid, performance or surety obligations (in each case other than for an obligation for money borrowed);

(g) Purchase Money Indebtedness incurred by the Borrower or any Restricted Subsidiary (other than the HNZ Group), and Refinancing Indebtedness thereof, in an aggregate amount not to exceed at any time outstanding the greater of (a) $20,000,000 and (b) 5% of the aggregate net book value of the Aircraft owned by the Borrower and the Restricted Subsidiaries;

(h) Cash Management Obligations and other Indebtedness (i) arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business or (ii) in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts; provided, that such Indebtedness is extinguished within five Business Days of incurrence;

(i) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;

(j) Refinancing Indebtedness with respect to Indebtedness incurred pursuant to clause (c) above or this clause (j);

(k) Indebtedness incurred by Foreign Subsidiaries in an aggregate principal amount not to exceed $15,000,000 as long as (i) no Loan Parties (A) provides any Guarantee or credit support of any kind (including any undertaking, guarantee, indemnity, agreement or instrument that would constitute Indebtedness) or (B) is directly or indirectly liable (as a guarantor or otherwise) for such Indebtedness; (ii) the incurrence of which will not result in any recourse against any of the assets of any Loan Party and (iii) no default with respect to which would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of any Loan Party to declare pursuant to the express terms governing such Indebtedness a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity;

(l) Indebtedness issued to insurance companies, or their affiliates, to finance insurance premiums payable to such insurance companies in connection with insurance policies purchased by a Loan Party in the ordinary course of business;

(m) Junior Indebtedness to the extent that, at the time such Indebtedness is incurred, the Consolidated Net Total Leverage Ratio determined on a pro forma basis giving effect to such incurrence and the application of the proceeds thereof, would not exceed 3.50 to 1.0;

(n) Indebtedness of the Borrower or any Restricted Subsidiary (other than the HNZ Group) in an aggregate amount not to exceed $25,000,000 in aggregate principal amount at any time outstanding;

(o) (i) Indebtedness (in the form of (x) one or more series of notes which may be unsecured or secured on a junior Lien basis with the Loans or (y) one or more series of loans which may be unsecured or secured on a junior Lien basis with respect to the Loans) incurred by the Borrower at any time in an aggregate principal amount not exceeding the sum of (1) the Incremental Amount available at such time plus (2) any amounts so long as immediately after giving effect to the establishment of such

83

Indebtedness utilizing this clause (2) and the use of proceeds of the Indebtedness thereunder, the pro forma Consolidated Net Total Leverage Ratio is not greater than 2.00 to 1.00; provided that (A) for purposes of the foregoing clause (2), the Net Proceeds of such Indebtedness shall not be netted for purposes of such calculation of the Consolidated Net Total Leverage Ratio, (B) amounts may be established or incurred utilizing clause (2) above prior to utilizing clause (1) above (it being understood that any portion of any Indebtedness incurred in reliance on clause (1) may be reclassified, as the Borrower may elect from time to time, as incurred under clause (2) if the Borrower meets the applicable leverage ratio under clause (2) at such time on a pro forma basis, (C) such Indebtedness shall not mature or have any scheduled amortization and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation prior to the date that is 91 days after the Latest Maturity Date at the time such Indebtedness is incurred (other than customary offers to repurchase upon a change of control, asset sale or casualty event and customary acceleration rights after an event of default), (D) as of the date of the incurrence of such Indebtedness, the weighted average life to maturity of such Indebtedness shall not be shorter than that of the Loans, (E) no Restricted Subsidiary is a guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a Guarantor, (F) if secured, such Indebtedness shall not be secured by any Liens on any property or assets that are not part of the Collateral, (G) if secured or subordinated to the Obligations, such Indebtedness shall be subject to an intercreditor or subordination agreement (as applicable) in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent, (H) all other terms and conditions of such Indebtedness (excluding pricing, fees, rate floors and optional prepayment or redemption terms) shall be substantially identical to, or not materially more favorable, taken as a whole, (as reasonably determined by the Borrower) to the lenders or holders providing such Incremental Equivalent Debt than, the terms applicable to the existing Loans unless such more favorable terms are also added to the Loan Documents for the benefit of the Lenders (except for covenants or other provisions applicable only to periods after the Maturity Date, it being understood that to the extent that any financial maintenance covenant is added for the benefit of any Incremental Equivalent Debt, no consent from the Administrative Agent or any Lender shall be required to the extent that such covenant shall also apply for the benefit of the Loans), except, in the case of Incremental Equivalent Debt in the form of notes, such terms and conditions reflect market terms and conditions at the time of such incurrence or issuance (as reasonably determined by the Borrower), (I) if secured on a pari passu basis with the Loans, if the initial yield on such Indebtedness (as determined by the Administrative Agent to be equal to the sum of (x) the margin above the Adjusted LIBO Rate on such Indebtedness and (y) if such Indebtedness is incurred at a discount or the Lenders making the same receive a fee directly or indirectly from the Borrower or any Subsidiary for providing such Indebtedness, the amount of such OID divided by the lesser of (1) the average life to maturity of such Indebtedness and (2) four) exceeds the applicable margin then in effect for Eurocurrency Loans by more than 50 basis points, then the applicable margin then in effect for Loans shall automatically be increased by such excess, effective upon the incurrence of such Indebtedness; provided that, to the extent any portion of the Yield Differential is attributable to a higher “LIBOR floor” being applicable to such Indebtedness, such floor shall only be included in the calculation of the Yield Differential to the extent such floor is greater than the higher of the Adjusted LIBO Rate in effect for an Interest Period of three months’ duration at such time and the “LIBOR floor” applicable to the initial Loans, and, with respect to such excess, the “LIBOR floor” applicable to the outstanding Loans shall be increased to an amount not to exceed the “LIBOR floor” applicable to such Indebtedness prior to any increase in the applicable margin applicable to such Loans then outstanding, (J) immediately prior to and after the incurrence of any Incremental Equivalent Debt, no Default or Event of Default shall have occurred and be continuing, and (K) the proceeds of such Incremental Equivalent Debt shall be used solely for the purposes permitted for Incremental Loans set forth in Section 5.11 (such Indebtedness incurred pursuant to this clause (i) being referred to as “Incremental Equivalent Debt”) and (ii) any Refinancing Indebtedness in respect of such Incremental Equivalent Debt which itself would be permitted pursuant to this Section 6.01;

(p) Attributable Indebtedness in connection with Sale and Leaseback Transactions in an aggregate amount not to exceed $5,000,000;

84

(q) Guarantees of Indebtedness of a partnership or joint venture (other than an Unrestricted Subsidiary) by the Borrower or any Guarantor provided that (x) such guarantee is unsecured, (y) such guarantee does not exceed the proportion of such Indebtedness that is equal to the Borrower’s or Guarantor’s proportionate equity ownership of such partnership or joint venture and (z) the aggregate principal amount of such Indebtedness at any time outstanding does not exceed $5,000,000 outstanding; and

(r) unsecured Indebtedness of the Borrower or any Restricted Subsidiary (other than the HNZ Group) incurred in connection with credit card agreements in an aggregate amount not to exceed $3,000,000 at any time.

SECTION 6.02 Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment except:

(a) Restricted Payments in aggregate cash amount not exceeding the Available Amount; provided that the Borrower has provided an Officer’s Certificate certifying that (i) the pro forma Liquidity is at least $50,000,000 immediately prior to and after giving effect to such Restricted Payment and (ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom;

(b) Restricted Payments in aggregate cash amount not exceeding $5,000,000; provided that the Borrower has provided an Officer’s Certificate certifying that no Default or Event of Default shall have occurred and be continuing or would result therefrom;

(c) Restricted Payments in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests;

(d) the redemption of any Equity Interests of the Borrower or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests;

(e) the redemption of Subordinated Indebtedness of the Borrower or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 6.01 and the other terms of this Agreement;

(f) the redemption of any Equity Interests of the Borrower or any Restricted Subsidiary of the Borrower held by any of the Borrower’s (or any of its Restricted Subsidiaries’) current or former directors or employees (or their transferees, estates or beneficiaries under their estates) pursuant to any director or employee equity subscription agreement or stock option agreement; provided that the aggregate price paid for all such redeemed Equity Interests may not exceed $2,500,000 in any 12-month period (with unused amounts in any 12-month period being permitted to be carried over into the next 12-month period); provided, further, that the amounts in any 12-month period may be increased by an amount not to exceed (a) the cash proceeds received by the Borrower or any of its Restricted Subsidiaries from the sale of Borrower’s Equity Interests (other than Disqualified Equity Interests) to any such directors or employees that occurs after the Closing Date to the extent such proceeds have not otherwise been applied to the payment of Restricted Payments plus (b) the cash proceeds of key man life insurance policies received by the Borrower and its Restricted Subsidiaries after the Closing Date;

(g) the redemption of Equity Interests of the Borrower or any Restricted Subsidiary of the Borrower held by any of the Borrower’s (or any of its Restricted Subsidiaries’) current or former directors or employees in connection with the exercise or vesting of any equity compensation (including, without limitation, stock options, restricted stock and phantom stock) in order to satisfy the Borrower’s or such Restricted Subsidiary’s tax withholding obligation with respect to such exercise or vesting;

85

(h) repurchases of Equity Interests deemed to occur upon the exercise of stock options if the Equity Interests represent a portion of the exercise price thereof;

(i) in the event of an Asset Sale that requires the Borrower to prepay the Loans pursuant to Section 2.10 hereof, redemption or repayment of Subordinated Indebtedness of the Borrower or any Guarantor with any Net Proceeds of such Asset Sale not required to prepay the Loans or be reinvested pursuant to the provisions of Section 2.10 hereof, in each case, at a redemption or repayment price not greater than 100% of the principal amount (or, if such Subordinated Indebtedness were issued with original issue discount, 100% of the accreted value) of such Subordinated Indebtedness, plus any accrued and unpaid interest thereon; provided, however, that prior to such redemption or repayment, the Borrower has prepaid the Loans or made a reinvestment, in each case, pursuant to the provisions of Section 2.10 hereof to the extent the Loans are required to be prepaid with such Net Proceeds under such Section;

(j) Restricted Payments in cash to any direct or indirect parent of the Borrower, the proceeds of which will be used by such entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting, and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business and, in each case, that are solely attributable to the Borrower and its Restricted Subsidiaries; provided that Restricted Payments made pursuant to this clause (j) shall not exceed $1,000,000 in any fiscal year; and

(k) Restricted Payments required to effect the Closing Date Reorganization;

provided that in the case of any Restricted Payment pursuant to clause (a), (c), (e), (f), or (i) above, no Default shall have occurred and be continuing or occur as a consequence thereof; provided further, the Borrower and its Restricted Subsidiaries shall be permitted to pay any dividend within 60 days after the date of declaration thereof, to the extent that such dividend would have been permitted under this Section 6.02 on the date of declaration of such payment.

SECTION 6.03 Limitations on Investments. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to remain outstanding any Investments in or to any Person, except:

(a) Investments in aggregate cash amount not exceeding the Available Amount; provided that the Borrower has provided an Officer’s Certificate certifying that (i) the pro forma Liquidity is at least $50,000,000 immediately prior to and after giving effect to such Restricted Payment and (ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom;

(b) Investments by the Borrower or any Restricted Subsidiary in (i) any Guarantor, (ii) any non-Guarantor Restricted Subsidiary not in excess of $35,000,000 at any one time outstanding or (iii) any Person that is or will become immediately after such Investment a Restricted Subsidiary or that will merge or consolidate into the Borrower or a Restricted Subsidiary (provided if such Restricted Subsidiary does not become a Guarantor promptly following such merger or consolidation, such Investment shall be limited to the amount specified in clause (ii)); provided that, in each case of clause (ii) and clause (iii), no Default has occurred and is continuing or would result therefrom;

(c) Investments in the Borrower by any Restricted Subsidiary;

86

(d) loans and advances to directors, employees and officers of the Borrower and the Restricted Subsidiaries for bona fide business purposes and to purchase Equity Interests of the Borrower not in excess of $3,000,000 at any one time outstanding;

(e) Hedge Obligations incurred in compliance with Section 6.01(d) of this Agreement;

(f) Cash Equivalents;

(g) receivables owing to the Borrower or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, that such trade terms may include such concessionary trade terms as the Borrower or any such Restricted Subsidiary deems reasonable under the circumstances;

(h) Investments received in compromise or resolution of (i) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries, including pursuant to any Plan of Reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (ii) litigation, arbitration or other disputes with Persons who are not Affiliates;

(i) Investments in prepaid expenses, negotiable instruments held for collection or deposit and lease, utility and workers’ compensation, performance and similar deposits entered into in the ordinary course of business;

(j) Investments made by the Borrower or a Restricted Subsidiary for consideration consisting only of Qualified Equity Interests of the Borrower;

(k) stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Borrower or any Restricted Subsidiary or in satisfaction of judgments;

(l) Investments of a Restricted Subsidiary acquired after the Closing Date or of any Person merged into the Borrower or merged into or consolidated or amalgamated with a Restricted Subsidiary in accordance with Section 6.13 hereof to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, consolidation or amalgamation and were in existence on the date of such acquisition, merger, consolidation or amalgamation;

(m) Investments in joint ventures in an aggregate amount not to exceed $10,000,000 at any one time outstanding (with each Investment being valued as of the date made and without regard to subsequent changes in value);

(n) Investments in existence on the Closing Date and listed on Schedule 6.03 and any amendments, renewals or replacements thereof that do not exceed the amount of such Investment;

(o) other Investments in an aggregate amount not to exceed the greater of $10,000,000; provided that the Borrower has provided an Officer’s Certificate certifying that no Default or Event of Default shall have occurred and be continuing or would result therefrom; and

(p) Investments required to effect the Closing Date Reorganization.

87

The amount of Investments outstanding at any time pursuant to clause (m) or (o) above shall be deemed to be reduced:

(a) upon the disposition or repayment of or return on any Investment made pursuant to clause (m) or (o) above, by an amount equal to the return of capital with respect to such Investment to the Borrower or any Restricted Subsidiary (to the extent not included in the computation of Consolidated Net Income), less the cost of the disposition of such Investment and net of taxes; and

(b) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, by an amount equal to the lesser of (x) the Fair Market Value of the Borrower’s proportionate interest in such Subsidiary immediately following such Redesignation, and (y) the aggregate amount of Investments in such Subsidiary that increased (and did not previously decrease) the amount of Investments outstanding pursuant to clause (m) or (o) above.

SECTION 6.04 Limitations on Dividends and Other Restrictions Affecting Restricted Subsidiaries. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on or in respect of its Equity Interests;

(2) make loans or advances or pay any Indebtedness or other obligation owed to the Borrower or any other Restricted Subsidiary; or

(3) transfer any of its assets to the Borrower or to any Restricted Subsidiary that owns Equity Interests in such Restricted Subsidiary (pro rata in accordance with such ownership interest);

except for:

(a) encumbrances or restrictions existing under or by reason of applicable law;

(b) encumbrances or restrictions existing under this Agreement, the Security Documents and the Permitted Pari Lien Debt;

(c) non-assignment provisions of any contract, license or any lease entered into in the ordinary course of business;

(d) encumbrances or restrictions existing under agreements existing on the date of this Agreement and listed on Schedule 6.04 (including, without limitation, the ABL Facility and Permitted Pari Lien Debt) as in effect on that date;

(e) restrictions on the transfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien;

(f) any restriction with respect to a Restricted Subsidiary (or any of its assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or assets of such Restricted Subsidiary (or the assets that are subject to such restriction) pending the closing of such sale or disposition;

(g) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the assets of the Person so acquired;

88

(h) any other agreement governing Indebtedness entered into after the Closing Date that contains encumbrances and restrictions taken as a whole that are not materially more restrictive with respect to any Restricted Subsidiary than those in effect on the Closing Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Closing Date (including this Agreement);

(i) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person;

(j) Purchase Money Indebtedness incurred in compliance with Section 6.01 of this Agreement that impose restrictions of the nature described in clause (c) above on the assets acquired;

(k) encumbrances or restrictions applicable only to an Excluded Subsidiary;

(l) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (k) above; provided that such amendments or refinancings are, in the good faith judgment of the Borrower’s Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendments or refinancings; and

(m) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

SECTION 6.05 Liens.

(a) The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien on the Collateral that secures obligations under any Indebtedness except Permitted Collateral Liens.

(b) The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien of any nature whatsoever (other than Permitted Liens) against any non-Collateral assets of the Borrower or any Guarantor (including Equity Interests of a Restricted Subsidiary), whether owned at the Closing Date or thereafter acquired, or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom, unless contemporaneously therewith:

(i) in the case of any Lien securing an obligation that ranks pari passu with the Obligations, effective provision is made to secure the Obligations, at least equally and ratably with or prior to such obligation with a Lien on the same collateral; and

(ii) in the case of any Lien securing an obligation that is subordinated in right of payment to the Obligations, effective provision is made to secure the Obligations, with a Lien on the same collateral that is prior to the Lien securing such subordinated obligation,

in each case, for so long as such obligation is secured by such Lien.

89

SECTION 6.06 Transactions with Affiliates.

(a) The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (an “Affiliate Transaction”) if such Affiliate Transaction involves aggregate consideration in excess of $2,500,000, unless:

(i) such Affiliate Transaction is on terms that are no less favorable to the Borrower or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction at such time on an arm’s-length basis by the Borrower or that Restricted Subsidiary from a Person that is not an Affiliate of the Borrower or that Restricted Subsidiary; and

(ii) the Borrower delivers to the Administrative Agent:

(A) with respect to any Affiliate Transaction involving aggregate value in excess of $10,000,000, an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (i) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving or ratifying such Affiliate Transaction; and

(B) with respect to any Affiliate Transaction involving aggregate value of $15,000,000 or more, the certificate described in the preceding clause (A) and a written opinion as to the fairness of such Affiliate Transaction to the Borrower or such Restricted Subsidiary from a financial point of view issued by an Independent Financial Advisor.

(b) The foregoing restrictions shall not apply to:

(i) transactions exclusively between or among (A) the Borrower and one or more Restricted Subsidiaries or (B) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Borrower (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary;

(ii) reasonable director, officer and employee compensation (including bonuses) and other benefits or incentives (including retirement, health, stock option and other benefit plans) and indemnification arrangements;

(iii) the entering into of a tax sharing agreement by the Borrower and/or one or more Restricted Subsidiaries, on the one hand, and any other Person with which the Borrower or such Restricted Subsidiaries file a consolidated, combined, unitary or similar tax return or with which the Borrower or such Restricted Subsidiaries are part of a consolidated, combined or unitary tax group, on the other hand, and payments pursuant thereto that are permitted by the provisions under Section 6.02 hereof;

(iv) loans and advances permitted by Section 6.03(c);

(v) Restricted Payments and Investments made in accordance with Sections 6.02 and 6.03, respectively;

(vi) any transaction with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Borrower solely because the Borrower owns, directly or through a Restricted Subsidiary, Equity Interests in such Person, provided that no other Affiliate of the Borrower (other than a Restricted Subsidiary) owns Equity Interests in such Person; or

90

(vii) any transaction with an Affiliate where the only consideration paid by the Borrower or any Restricted Subsidiary is Qualified Equity Interests.

SECTION 6.07 Asset Sales. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale except:

(a) Asset Sales (including the Air Medical Segment Sale) subject to the following conditions:

(1) the Borrower or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale;

(2) at least 75% of the total consideration received in such Asset Sale consists of cash or Cash Equivalents;

(3) the Borrower complies with the mandatory prepayment provisions of Section 2.10 with respect to such Asset Sale; and

(4) the Net Proceeds therefrom are deposited directly in a Net Proceeds Account and held on deposit therein until reinvested or applied to repay the Loans in accordance with Section 2.10.

(b) transfers of cash or Cash Equivalents;

(c) transfers of assets (including Equity Interests) that are governed by, and made in accordance with, Section 6.13;

(d) Investments permitted under Section 6.03 and Restricted Payments permitted under Section 6.02;

(e) the creation or realization of any Permitted Lien or a disposition in connection with a Permitted Lien;

(f) transfers of obsolete, damaged or worn out equipment;

(g) any transfer or series of related transfers of assets with a Fair Market Value not in excess of $1,000,000 individually or $15,000,000 in the aggregate for all such transfers;

(h) any transfer of assets acquired substantially contemporaneously with such transfer;

(i) a transfer of assets (i) by the Borrower to a Restricted Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary), (ii) by a Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary), and (iii) by a Restricted Subsidiary that is a Foreign Subsidiary to the Borrower or to another Restricted Subsidiary that is a Foreign Subsidiary (other than an Excluded Subsidiary);

(j) an issuance, sale, transfer or other disposition of Equity Interests (i) by a Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or (ii) by a Restricted Subsidiary that is a Foreign Subsidiary to the Borrower or to another Restricted Subsidiary that is a Foreign Subsidiary (other than an Excluded Subsidiary);

91

(k) the sale for Fair Market Value of accounts receivable that are generated from operations conducted outside the United States by the Borrower or any Restricted Subsidiary or other sales of accounts receivable in connection with the collection or compromise thereof;

(l) leases of Aircraft or other real or personal property in the ordinary course in exchange for rental payments that were fair and adequate on the date of lease or of any such property not presently used or useful in the business of the Borrower and its Restricted Subsidiaries;

(m) casualty event, condemnation or seizure;

(n) the unwinding, termination transfer, liquidation or novation of any Cash Management Obligations or Hedge Contract;

(o) Asset Sales in connection with any Sale and Leaseback Transaction so long as any Attributable Indebtedness is permitted pursuant to Section 6.01(q);

(p) a sale or disposition pursuant to the terms of a Disclosed Existing Sublease; and

(q) Asset Sales in connection with any replacement of any parts or engine in accordance with the terms of the applicable Aircraft Mortgages.

SECTION 6.08 Layering Indebtedness. The Borrower will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Borrower or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Obligations, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Borrower or such Guarantor, as the case may be.

SECTION 6.09 Issuance or Sale of Equity Interests of Restricted Subsidiaries. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, sell or issue any Equity Interests of any Restricted Subsidiary except:

(a) to the Borrower, a Restricted Subsidiary or the minority Equity Interest holders of any Restricted Subsidiary, on a pro rata basis, at Fair Market Value; and

(b) to the extent such Equity Interests represent directors’ qualifying shares or Equity Interests required by applicable law to be held by a Person other than the Borrower or a Wholly-Owned Restricted Subsidiary. The sale of all the Equity Interests of any Restricted Subsidiary is permitted by this Section 6.09 but is subject to Section 6.07.

SECTION 6.10 Business of Borrower and its Restricted Subsidiaries. The Borrower will not engage in any business activities or have any assets or liabilities other than (a) its ownership of 100% of the Equity Interests of PHI, the other Subsidiaries of the Borrower and liabilities incidental thereto, (b) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (c) participating in tax, accounting and other administrative matters as a member of the consolidated group of the Borrower and its Subsidiaries, (d) its liabilities pursuant to the Loan Documents and the ABL Facility Documentation, (e) making Restricted Payments and Investments to the extent permitted under this Agreement, (f) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (g) any other business activity explicitly set forth in this agreement and (h) activities incidental to the businesses or activities described in clauses (a) through (g) of this paragraph. The Borrower and its Restricted Subsidiaries may not engage at any time in any business or business activity other than the businesses currently conducted by them and business activities reasonably related, complementary or incidental thereto.

92

SECTION 6.11 Locations of Aircraft Collateral. Other than for legitimate business purposes (as determined in good faith by an Officer of the Borrower) while engaging in a Permitted Business, the Borrower and the Guarantors shall not move Aircraft Collateral to jurisdictions unless (i) the country to which such Aircraft is landing or being shipped is an Aircraft Collateral Covered Jurisdiction or is subject to the Cape Town Convention and (ii) the Agents receive an Opinion of Counsel, reasonably satisfactory to the Agents, that the security interest granted to the Collateral Agent in respect of such Aircraft remains and/or will remain perfected following such landing or shipment.

SECTION 6.12 Amendments to Other Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Material Indebtedness (other than the ABL Facility) of the Borrower or its Restricted Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or any of its Restricted Subsidiaries or the Lenders in any material respect or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect.

SECTION 6.13 Mergers, Consolidation, Etc. The Borrower will not, and will not permit any Restricted Subsidiary, directly or indirectly, in a single transaction or a series of related transactions, consolidate or merge with or into, or sell, lease, transfer, convey or otherwise dispose of all or substantially all of the assets of the Borrower or the Borrower and the Restricted Subsidiaries (taken as a whole) or consummate a Plan of Liquidation unless, provided, that:

(a) any Loan Party (other than the Borrower) may (i) dissolve or liquidate as long as assets thereof are transferred to or become the property of another Guarantor or Borrower and (ii) merge or may be consolidated into any other Guarantor;

(b) any Restricted Subsidiary that is not a Guarantor may (i) dissolve as long as the assets thereof are transferred to or become the property of a Guarantor or the Borrower or another Restricted Subsidiary that is not a Guarantor and (ii) merge or may be consolidated into any Guarantor or the Borrower or another Restricted Subsidiary that is not a Guarantor;

(c) the Borrower may merge or may be consolidated into any Guarantor if the Borrower is the surviving entity; and

(d) the Borrower and any Restricted Subsidiary may sell, lease, transfer, convey or otherwise dispose of any of their assets to the Borrower or any Restricted Subsidiary in order to effect the Closing Date Reorganization.

SECTION 6.14 Hedge Contracts. The Borrower shall not, an shall not permit any Restricted Subsidiary to, enter into any Commodity Hedge Agreement other than a Permitted Commodity Hedge Agreement or enter into any Interest Rate Hedge Agreement other than a Permitted Interest Rate Hedge Agreement.

93

SECTION 6.15 Minimum Liquidity. The Borrower shall not permit Liquidity at any time to be less than $20,000,000.

ARTICLE VII

EVENTS OF DEFAULT

SECTION 7.01 Events of Default. If any of the following events (each, an “Event of Default”) shall occur:

(a) failure by the Borrower to pay interest on any of the Loans, or any fee or any other amount (other than amounts described in clause (b) below) payable under this Agreement or any other Loan Document when it becomes due and payable and the continuance of any such failure for 5 Business Days;

(b) failure by the Borrower to pay the principal of or premium, if any, on any of the Loan when it becomes due and payable, whether at stated maturity, upon prepayment, upon acceleration or otherwise;

(c) any representation, warranty or statement made or deemed made by or on behalf of the Borrower or any Restricted Subsidiary in any Loan Document or in any report, certificate or financial statement provided pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder shall prove to have been untrue in any material respect on the date made or deemed made or;

(d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in (i) Section 5.02, 5.05 (with respect to the existence of the Borrower), 5.11 or 5.13 or in Article VI or (ii) Section 5.01(a) and such failure under this clause (ii) shall continue unremedied for a period of five Business Days after the occurrence thereof;

(e) failure by any Loan Party to comply with any other agreement or covenant in this Agreement or any other Loan Document and continuance of this failure for 30 days after Knowledge of such failure by the Borrower or notice of the failure has been given to the Borrower by the Administrative Agent or by the Required Lenders;

(f) default under any agreement governing Material Indebtedness or other mortgage, indenture or other instrument or agreement under which there may be issued or by which there may be secured or evidenced Indebtedness of the Borrower or any Restricted Subsidiary, whether such Indebtedness now exists or is incurred after the Closing Date, which default: (i) is caused by a failure to pay when due principal on such Indebtedness within the applicable express grace period, (ii) results, or enables or permits (with or without the giving of notice, the lapse of time or both, but after the expiration of any cure or grace period) the holder or holders of such Indebtedness or any trustee or agent on its or their behalf to cause or require, the acceleration of such Indebtedness or any prepayment, repurchase, redemption or defeasance thereof, in each case, prior to its express final maturity, (iii) results in the commencement of judicial proceedings to foreclose upon, or to exercise remedies under applicable law or applicable security documents to take ownership of, the assets securing such Indebtedness, and in each case, the principal amount of such Indebtedness, together with any other Indebtedness with respect to which an event described in clause (i), (ii) or (iii) has occurred and is continuing, aggregates $20,000,000 or more;

94

(g) one or more judgments or orders that exceed $20,000,000 in the aggregate (net of amounts covered by insurance or bonded) for the payment of money have been entered by a court or courts of competent jurisdiction against the Borrower or any Restricted Subsidiary and such judgment or judgments have not been satisfied, stayed, annulled or rescinded within 60 days of being entered;

(h) one or more ERISA Events shall have occurred that could individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect;

(i) the Borrower or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its assets, or (iv) makes a general assignment for the benefit of its creditors;

(j) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against the Borrower or any Significant Subsidiary as debtor in an involuntary case, (ii) appoints a Custodian of the Borrower or any Significant Subsidiary or a Custodian for all or substantially all of the assets of the Borrower or any Significant Subsidiary, or (iii) orders the liquidation of the Borrower or any Significant Subsidiary, and the order or decree remains unstayed and in effect for 60 days;

(k) any Guarantee purported to be created under any Loan Document shall cease to be, or shall be asserted by any Loan Party not to be, in full force and effect, except upon the consummation of any transaction permitted under this Agreement as a result of which the Guarantor providing such Guarantee ceases to be a Restricted Subsidiary or upon the termination of such Loan Document in accordance with its terms;

(l) unless all of the Collateral has been released from the Loan Liens in accordance with the provisions of this Agreement and the Security Documents, (i) default by the Borrower or any Guarantor in the performance of their obligations under the Security Documents which materially adversely affects the enforceability, validity, perfection or priority of the Loan Liens on Collateral with a Fair Market Value in excess of $20,000,000, (ii) an express written repudiation or disaffirmation by the Borrower or any Guarantor of any obligations under the Security Documents or (iii) the determination in a judicial proceeding that the Security Documents are unenforceable or invalid against the Borrower or any Guarantor party thereto for any reason with respect to the Collateral with a Fair Market Value in excess of $20,000,000 and, in the case of any event described in clauses (i) through (iii) of this Section, such default, repudiation, disaffirmation or determination is not rescinded, stayed, or waived by the Persons having such authority pursuant to the Security Documents or otherwise cured within 30 days after the Borrower receives written notice thereof specifying such occurrence from the Administrative Agent or the Required Lenders and demanding that such default be remedied and, in the case of any event described in clauses (i) through (iii) of this Section, other than to the extent that any such loss of perfection or priority results from the failure of the Collateral Agent to maintain possession of certificates or instruments actually delivered to it representing securities pledged under the Security Documents; or

(m) a Change of Control shall occur;

then, and in every such event (other than an event with respect to the Borrower described in clause (i) or (j) of this Section), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately and declare the Loans then outstanding to be due and payable in whole, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable, and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon, all premium (including the Applicable Premium) and all fees and other

95

obligations of the Borrower hereunder, shall become due and payable immediately, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in the case of any event with respect to the Borrower described in clause (i) or (j) of this Section, the Commitments shall automatically terminate, the principal of the Loans then outstanding, together with accrued interest thereon, all premium (including the Applicable Premium) and all fees and other obligations of the Borrower hereunder, shall immediately and automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and (ii) subject to the provisions of the Security Documents, instruct the Collateral Agent to exercise any remedies under the Security Documents.

SECTION 7.02 Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall be applied by the Administrative Agent as follows:

(a) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent and the Collateral Agent (including fees and disbursements and other charges of counsel to the Administrative Agent or the Collateral Agent payable under Section 10.03), ratably among them in proportion to the respective amounts described in this clause (a) payable to them;

(b) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal and interest) payable to the Lenders arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (b) payable to them;

(c) third, to payment of that portion of the Obligations constituting accrued and interest on the Loans and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Loan Document Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause (c) payable to them;

(d) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and any breakage, termination or other payments under Treasury Services Agreements or Secured Loan Document Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause (d) payable to them;

(e) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent, the Lenders and the other Secured Parties based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and

(f) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by law.

Notwithstanding the foregoing, no amounts received from any Loan Party shall be applied to any Excluded Hedge Obligations of such Loan Party.

96

ARTICLE VIII

THE AGENTS

SECTION 8.01 Appointment of Agents. Each of the Lenders (in its capacities as a Lender and on behalf of itself and its Affiliates as potential counterparts to Secured Loan Document Hedge Agreements and Treasury Services Agreements) hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors to serve as administrative agent under the Loan Documents, and authorizes the Administrative Agent to take such actions and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders (in its capacities as a Lender and on behalf of itself and its Affiliates as potential counterparts to Secured Loan Document Hedge Agreements and Treasury Services Agreements) hereby irrevocably appoints the entity named as Collateral Agent in the heading of this Agreement and its successors to serve as collateral agent under the Loan Documents, and authorizes the Collateral Agent to take such actions and to exercise such powers as are delegated to the Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. In addition, to the extent required under the Laws of any jurisdiction other than the United States of America, each of the Lenders (in its capacities as a Lender and on behalf of itself and its Affiliates as potential counterparts to Secured Loan Document Hedge Agreements and Treasury Services Agreements) hereby grants to the Collateral Agent any required powers of attorney to execute any Security Document governed by the Laws of such jurisdiction on such Lender’s behalf.

SECTION 8.02 Rights and Powers. The Persons serving as the Administrative Agent or Collateral Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent or Collateral Agent, and such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not an Agent hereunder and without any duty to account therefor to the Lenders.

SECTION 8.03 Duties and Obligations. The Agents shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or to exercise any discretionary power, except discretionary rights and powers expressly contemplated by the Loan Documents that such Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents); provided that no Agent shall be required to take any action that, in its opinion, could expose such Agent to liability or be contrary to any Loan Document or applicable law, and (c) except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any other Subsidiary or any other Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as such Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents) or in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final and non-appealable judgment. No Agent shall be deemed to have Knowledge of any Default unless and until written notice thereof is given to such Agent by the Lender, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any

97

certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to such Agent.

SECTION 8.04 Liability. Each Agent shall be entitled to rely, and shall not incur any liability for relying, upon any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof). Each Agent also shall be entitled to rely, and shall not incur any liability for relying, upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof), and may act upon any such statement prior to receipt of written confirmation thereof. Each Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

SECTION 8.05 Sub-Agents. Each Agent may perform any of and all its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any of and all their duties and exercise their rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as an Agent.

SECTION 8.06 Resignation. Subject to the terms of this paragraph, any Agent may resign at any time from its capacity as such. In connection with such resignation, such resigning Agent shall give notice of its intent to resign to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with (so long as no Default or Event of Default shall have occurred and be continuing) the prior written approval of the Borrower (not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders with the consent of the Borrower (to the extent required pursuant to the immediately preceding sentence) and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its intent to resign, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent, as applicable, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor. Notwithstanding the foregoing, in the event no successor Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its intent to resign, the retiring Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Collateral Agent under any Security Document for the benefit of the Secured Parties, the retiring Collateral Agent shall continue to be vested with such

98

security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Collateral Agent, shall continue to hold such Collateral, in each case until such time as a successor Collateral Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Collateral Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to any Agent shall also directly be given or made to each Lender. Following the effectiveness of an Agent’s resignation from its capacity as such, the provisions of this Article and Section 10.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent and in respect of the matters referred to in the proviso under clause (a) above.

SECTION 8.07 Non-Reliance. Each Lender acknowledges that it has, independently and without reliance upon, the Lead Arranger, any Agent or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Lead Arranger, any Agent or any Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

SECTION 8.08 Approval and Execution. Each Lender, by delivering its signature page to this Agreement and funding its Loans on the Closing Date, or delivering its signature page to an Assignment and Assumption shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent, the Collateral Agent, the Lead Arranger or the Lenders on the Closing Date.

SECTION 8.09 Collateral. Each Lender (in its capacities as a Lender and on behalf of itself and its Affiliates as potential counterparts to Secured Loan Document Hedge Agreements and Treasury Services Agreements) irrevocably agrees that no Lender shall have any right individually to realize upon any of the Collateral or to enforce any Loan Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent or the Collateral Agent on behalf of the Secured Parties in accordance with the terms thereof. In the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent, the Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent or Collateral Agent, in each case, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent on behalf of the Secured Parties at such sale or other disposition. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Loan Guarantees of the Obligations provided under the Loan Documents, to have agreed to the foregoing provisions. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent

99

and Collateral Agent to execute any and all documents (including any intercreditor agreement governing the relationship between the Secured Parties and the secured parties in respect of any agreement evidencing Credit Agreement Refinancing Indebtedness) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by the Administrative Agent, the Collateral Agent or their respective sub-agent(s) shall bind the Lenders and the other Secured Parties.

SECTION 8.10 Lead Arranger. The Lead Arranger will not have any duties, responsibilities or liabilities hereunder in its capacity as such.

SECTION 8.11 Certain ERISA Matters.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and the Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, letters of credit or the Commitments,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, letters of credit, the Commitments and this Agreement,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, letters of credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, letters of credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best Knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, letters of credit, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, (i) unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (ii) if such sub-clause (i) is not true with respect to a Lender and such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender

100

party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and the Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that none of the Administrative Agent or the Lead Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender in connection with the Loans, letters of credit or the Commitments (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

(c) The Administrative Agent and the Lead Arranger hereby informs the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby.

(d) To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 2.16, each Lender shall indemnify and hold harmless the Administrative Agent against, within ten (10) days after written demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 8.11. The agreements in this Section 8.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

ARTICLE IX

GUARANTEE OF THE OBLIGATIONS

SECTION 9.01 Guarantee. Subject to the provisions of this Article IX, each Guarantor, by execution of this Agreement, jointly and severally, unconditionally Guarantees to each Secured Party (i) the due and punctual payment of the principal of, premium, if any, and interest on each Loan, when and as the same shall become due and payable, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of, premium, if any, and interest on the Loans, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Borrower to the Secured Parties all in accordance with the terms of such this Agreement and the Security Documents (to the extent a party thereto) and (ii) in the case of any extension of time of payment or renewal of any Loans or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise.

SECTION 9.02 [Reserved].

101

SECTION 9.03 Limitation of Guarantee. The obligations of each Guarantor under its Loan Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees of Indebtedness of the Borrower under the Credit Facilities permitted under Section 6.01 of this Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Loan Guarantee or pursuant to its contribution obligations under this Agreement, result in the obligations of such Guarantor under its Loan Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state, or foreign Law. Each Guarantor that makes a payment for distribution under its Loan Guarantee is entitled to a contribution from each other Guarantor in a pro rata amount based on adjusted net assets of each Guarantor.

SECTION 9.04 Release of Guarantor. In the event of a sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Equity Interests of any Guarantor then held by the Borrower and the Restricted Subsidiaries, except in any case to the Borrower or any Restricted Subsidiary, then that Guarantor will be automatically released and relieved of any obligations under its Loan Guarantee and any Lien on or security interest in any assets of such Guarantor will be automatically released; provided that such sale or other disposition complies with Section 6.07 or Section 6.13 of this Agreement. Any Guarantor that ceases to be a Subsidiary in accordance with the provisions of this Agreement, will be automatically released from its Loan Guarantee and any Lien on or security interest in any assets of such Restricted Subsidiary will be automatically released when it first ceases to be a Subsidiary.

The Administrative Agent shall deliver an appropriate instrument provided to it evidencing the release of a Guarantor upon receipt of a request of the Borrower accompanied by an Officer’s Certificate certifying as to the compliance with this Section 9.04. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, will remain or be liable under its Loan Guarantee as provided in this Article IX.

The Administrative Agent shall execute any documents reasonably requested by the Borrower or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Loan Guarantee under this Article IX.

SECTION 9.05 Waiver of Subrogation. Until such time as the Obligations guaranteed hereof have been satisfied in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Borrower that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Loan Guarantee and this Agreement, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Secured Party against the Borrower, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, directly or indirectly, in cash or other property or by set-off or in any other manner, on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Obligations shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Secured Parties, and shall forthwith be paid to the Administrative Agent for the benefit of such Secured Parties to be credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms of this Agreement. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Agreement and that the waiver set forth in this Section 9.05 is knowingly made in contemplation of such benefits.

102

ARTICLE X

MISCELLANEOUS

SECTION 10.01 Notices.

(a) All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

(i) if to the Borrower or any other Loan Party, to such Loan Party at:

2001 SE Evangeline Thruway

Lafayette, Louisiana 70508

Attention: Trudy P. McConnaughhay, Chief Financial Officer

(ii) if to the Administrative Agent or the Collateral Agent:

(A) with respect to collateral management matters, to it at:

Eleven Madison Avenue

8th Floor, New York, NY 10010

Attention of: Loan Operations – Boutique Management

Fax No.

Email:

(B) with respect to all other notices, to it at:

Eleven Madison Avenue

New York, NY 10010

Attention of: Agency Manager

Fax No.

Email:

                            and

(iii) if to any other Lender, to it at its address (or fax number) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by fax shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient); and notices delivered through electronic communications to the extent provided in clause (b) below shall be effective as provided in such clause.

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications (including email and Internet and intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices under Article II to any Lender if such Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. Any notices or other communications to the Administrative Agent, the Borrower may be delivered or furnished by electronic communications pursuant to procedures approved by the recipient thereof prior thereto; provided that approval of such procedures may be limited or rescinded by any such Person by notice to each other such Person.

103

(c) Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto.

The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (1) the Loan Documents, (2) notification of changes in the terms of this Agreement, and (3) all financial statements and accompanying information and certificates delivered pursuant to Section 5.01(a) through (c).

SECTION 10.02 Waivers; Amendments.

(a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by clause (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement or the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Agent or any Lender may have had notice or Knowledge of such Default at the time.

(b) Except as provided in the Security Documents and in clauses (c) and (d) below, none of this Agreement, any other Loan Document or any provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Administrative Agent and (other than in the case of clause (i) below) the Required Lenders and, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders; provided that (i) any provision of

104

this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency so long as, in each case, the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment and (ii) no such agreement shall (A) increase the Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent, the waiver of any Default or Event of Default, mandatory prepayments or other mandatory reduction of Commitments shall not constitute an extension or increase of any Commitment of any Lender), (B) reduce the principal amount of any Loan or reduce the rate of interest thereon (other than as a result of any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.12(c)) without the written consent of each Lender affected thereby, (C) postpone the scheduled maturity date of any Loan, or the date of any scheduled payment of the principal amount of any Loan under Section 2.09, or any date for the payment of any interest payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (D) amend this Agreement in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender, (E) change the order of payments in Section 7.02, without the written consent of each Lender affected thereby, (F) change any of the provisions of this Section or the percentage set forth in the definition of the term “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender; provided that, with the consent of the Required Lenders, the provisions of this Section, the definition of the term “Required Lenders” or such other provision may be amended to include references to any new class of loans created under this Agreement (or to lenders extending such loans) on substantially the same basis as the corresponding references relating to the existing classes of Loans or Lenders, (G) release the Borrower or any Guarantor from its Loan Guarantee (except as expressly provided in Section 9.04), or limit its material liabilities in respect of such Loan Guarantee, without the written consent of each Lender (other than a Defaulting Lender), (H) release all or substantially all the Collateral from the Liens of the Security Documents, without the written consent of each Lender (other than a Defaulting Lender, and except as expressly provided in Section 6.07, Section 10.14 or the applicable Security Document (including any such release by the Collateral Agent in connection with any sale or other disposition of the Collateral upon the exercise of remedies under the Security Documents), it being understood that an amendment or other modification of the type of obligations secured by the Security Documents shall not be deemed to be a release of the Collateral from the Liens of the Security Documents) or (I) except as permitted by Section 6.01 and Section 6.05, subordinate the liens or other rights of the Lenders in respect of the Collateral or subordinate the rights of the Lenders in respect of payment of the Obligations, without the written consent of each Lender (other than a Defaulting Lender); provided further that (1) no such agreement shall amend, modify, extend or otherwise affect the rights or obligations of the Administrative Agent or the Collateral Agent without the prior written consent of the Administrative Agent or Collateral Agent, as applicable (it being understood that any forbearance or similar agreement which limits the ability of any Agent to take actions upon the occurrence and during the continuance of an Event of Default shall be effective without the consent of such Agent), and (2) any amendment, waiver or other modification of this Agreement that by its terms affects the rights or duties under this Agreement of the Lenders of a particular class (but not the Lenders of any other class), may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite number or percentage in interest of the affected class of Lenders that would be required to consent thereto under this Section if such class of Lenders were the only class of Lenders hereunder at the time.

105

(c) Notwithstanding Section 10.02(b) or the proviso thereto, no consent with respect to any amendment, waiver or other modification of this Agreement or any other Loan Document shall be required of any Lender that receives payment in full of the principal of and interest accrued on each Loan made by, and all other amounts owing to, such Lender or accrued for the account of such Lender under this Agreement and the other Loan Documents at the time such amendment, waiver or other modification becomes effective and whose Commitments terminate by the terms and upon the effectiveness of such amendment, waiver or other modification.

(d) The Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, waivers or other modifications on behalf of such Lender. Any amendment, waiver or other modification effected in accordance with this Section 10.02 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender or other party hereto.

(e) Notwithstanding Section 10.02(b) or the proviso thereto, this Agreement (including this Section 10.02 and Section 2.17) may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, the Borrower (x) (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share in the benefits of this Agreement and the other Loan Documents with the Loans and Commitments and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and other definitions and provisions related to such new credit facilities or (y) to permit refinancing of all or a portion of the Loans and Commitments hereunder with other Indebtedness.

(f) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, the Loans of any Lender that is at the time a Defaulting Lender shall not have any voting or approval rights under the Loan Documents and shall be excluded in determining whether all Lenders, all affected Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to this Section 10.02); provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

(g) In connection with any proposed amendment, modification, waiver or termination (a “Proposed Change”) requiring the consent of all Lenders or all directly and adversely affected Lenders, if the consent of the Required Lenders to such Proposed Change is obtained, but the consent to such Proposed Change of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in paragraph (b) of this Section being referred to as a “Non-Consenting Lender”), then, so long as the Lender that is acting as Administrative Agent is not a Non-Consenting Lender, the Borrower may, at its sole expense and effort, upon notice to such Non-Consenting Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment), provided that (a) the Borrower shall have received the prior written consent of the Administrative Agent to the extent such consent would be required under Section 10.04(b) for an assignment of Loans or Commitments, as applicable, which consent shall not unreasonably be withheld, (b) such Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts (including any amounts under Section 2.10), payable to it hereunder from the Eligible Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (c) unless waived, the Borrower or such Eligible Assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 10.04(b).

106

SECTION 10.03 Expenses; Indemnity; Damage Waiver.

(a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Agents, the Lead Arranger and their Affiliates, but limited, in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of one counsel for the Agents, and one counsel for the Lead Arranger and their Affiliates, taken as a whole, and, if necessary, one local counsel in any material jurisdiction for the Agents, and one local counsel for the Lead Arranger and their Affiliates, taken as a whole, plus, one additional counsel for each of the parties taken as a whole who are similarly situated as necessary to the extent of any conflicts of interest, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, including the preparation, execution, delivery and administration of this Agreement, the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Agents and the Lead Arranger, but limited, in the case of legal fees and expenses, to the fees, charges and disbursements of one counsel for the Agents, and one counsel for the Lead Arranger and Lenders, taken as a whole, and, if necessary, one local counsel in any material jurisdiction for the Agents, and one local counsel for the Lead Arranger and their Affiliates, taken as a whole, plus, one additional counsel for each of the parties taken as a whole who are similarly situated as necessary to the extent of any conflicts of interest, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

(b) The Borrower shall indemnify each Agent (and any sub-agent thereof), the Lead Arranger, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, but limited, in the case of legal fees and expenses, to the fees, charges and disbursements of one counsel for the Indemnitees, taken as a whole, and, if necessary, one local counsel in any material jurisdiction, plus, one additional counsel for each of the parties taken as a whole who are similarly situated as necessary to the extent of any conflicts of interest, arising out of, in connection with, or as a result of (i) the structuring, arrangement and the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of this Agreement, the other Loan Documents or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to this Agreement or the other Loan Documents of their obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any other Subsidiary, or any Environmental Liability related in any way to the Borrower or any other Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or in connection with any disputes solely among Indemnitees and not arising out of any act or omission of the Borrower or any of its Affiliates (other than any disputes against any Agent or Lead Arranger in its capacity as such). This paragraph shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, penalties, liabilities or expenses arising from any non-Tax claim.

(c) To the extent that the Borrower fails to pay any amount required to be paid by them under clause (a) or (b) of this Section to any Agent (or any sub-agent thereof), the Lead Arranger or any Related Party of any of the foregoing, each Lender severally agrees to pay to such Agent (or any such sub-agent), the Lead Arranger or such Related Party, as the case may be, such Lender’s pro rata share

107

(determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent (or such sub-agent) in its capacity as such, the Lead Arranger in its capacity as such or against any Related Party acting for an Agent (or any such sub-agent) or the Lead Arranger, as applicable, in connection with such capacity. For purposes of this Section, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total outstanding Loans at the time.

(d) To the extent permitted by applicable law, the Borrower shall not assert, nor permit any of its Affiliates or Related Parties to assert, and each hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet) other than those arising from the gross negligence or willful misconduct of any Indemnitee as determined by a court of competent jurisdiction by final and nonappealable judgment, or (ii) without limiting Section 10.03(b), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions or any Loan or the use of the proceeds thereof.

(e) All amounts due under this Section shall be payable within 30 days after receipt of a reasonably detailed invoice therefor.

SECTION 10.04 Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section (and any attempted assignment or transfer by such Lender in violation of this Section shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in clause (c) of this Section) and, to the extent expressly contemplated hereby, the sub-agents of the Administrative Agent and the Related Parties of any of the Administrative Agent and any Lender) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in clause (b)(ii) below, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of:

(A) the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided that no consent of the Borrower shall be required (1) for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund and (2) if an Event of Default has occurred and is continuing, for any other assignment; provided further that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received written notice thereof; and

108

(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Loan to a Lender, an Affiliate of a Lender or an Approved Fund.

(ii) Each assignment shall be subject to the following additional conditions:

(A) except in the case of (1) an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or (2) an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consents; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (which fee (x) shall not be payable in connection with assignments pursuant to Section 10.04(e) and (y) may be waived or reduced in the sole discretion of the Administrative Agent), provided that only one such processing and recordation fee shall be payable in the event of simultaneous assignments (i) from any Lender or its Approved Funds to one or more other Approved Funds of such Lender or (ii) from any Lender or its Affiliates to any other Person; and

(D) other than in the case of assignments pursuant to Section 10.04(e), the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including federal, state and foreign securities laws.

(iii) Subject to acceptance and recording thereof pursuant to clause (b)(v) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto, but shall continue to be entitled to the benefits and subject to the obligations of Sections 2.14, 2.15, 2.16, 10.03 and 10.12).

(iv) The Administrative Agent shall maintain at one of its offices, as an agent of the Borrower, a copy of each Assignment and Assumption delivered to it and records of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the

109

Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and, as to entries pertaining to it, any Lender, at any reasonable time and from time to time upon reasonable prior notice. Notwithstanding the foregoing, in no event shall the Administrative Agent be obligated to ascertain, monitor or inquire as to whether any Lender is an Affiliated Lender nor shall the Administrative Agent be obligated to monitor the aggregate amount of Loans held by Affiliated Lenders. Upon request by the Administrative Agent, the Borrower shall (i) promptly (and in any case, not less than five (5) Business Days (or shorter period as agreed to by the Administrative Agent) prior to the proposed effective date of any amendment, consent or waiver pursuant to Section 10.02) provide to the Administrative Agent, a complete list of all Affiliated Lenders holding Loans at such time and (ii) not less than five (5) Business Days (or shorter period as agreed to by the Administrative Agent) prior to the proposed effective date of any amendment, consent or waiver pursuant to Section 10.02, provide to the Administrative Agent, a complete list of all Debt Fund Affiliates holding Term Loans at such time.

(v) Upon receipt by the Administrative Agent of an Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder) and the processing and recordation fee referred to in this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register and shall give prompt notice thereof to the Borrower; provided, that the failure of the Administrative Agent to give any such notice shall not result in any liability to the Administrative Agent; provided that the Administrative Agent shall not be required to accept such Assignment and Assumption or so record the information contained therein if the Administrative Agent reasonably believes that such Assignment and Assumption lacks any written consent required by this Section or is otherwise not in proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming the receipt) of any such written consent or with respect to the form of (or any defect in) such Assignment and Assumption, any such duty and obligation being solely with the assigning Lender and the assignee. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph, and following such recording, unless otherwise determined by the Administrative Agent (such determination to be made in the sole discretion of the Administrative Agent, which determination may be conditioned on the consent of the assigning Lender and the assignee), shall be effective notwithstanding any defect in the Assignment and Assumption relating thereto (other than the lack of the Borrower’s consent thereto in the case of an assignment of less than $1,000,000). Each assigning Lender and the assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the Administrative Agent that all written consents required by this Section with respect thereto (other than the consent of the Administrative Agent) have been obtained and that such Assignment and Assumption is otherwise duly completed and in proper form, and each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Administrative Agent that such assignee is an Eligible Assignee.

(c) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more Eligible Assignees (“Participants”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and Loans); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide

110

that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided further that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 10.02(b) that directly affects such Participant or requires the approval of all the Lenders. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 (subject to the requirements and limitations therein, including the requirements under Section 2.16(f) which documentation shall be provided to such Participant’s participating Lender to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section); provided further that such Participant (x) agrees to be subject to the provisions of Sections 2.17 and 2.18 as if it were an assignee under clause (b) of this Section and (y) shall not be entitled to receive any greater payment under Section 2.14 or 2.16, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs are the Participant acquired the applicable participation. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided further that such Participant agrees to be subject to Section 2.17(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant to which it has sold a participation and the principal amounts (and stated interest) of each such Participant’s interest in the Loans or other rights and obligations of such Lender under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including (i) any pledge or assignment to secure obligations to a Federal Reserve Bank and (ii) in the case of any Lender that is a fund, any pledge or assignment to any holders of obligations owed, or securities issued, by such Lender including to any trustee for, or any other representative of, such holders, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(e) Notwithstanding anything in this Agreement to the contrary, Loans may be assigned by any Lender to an Affiliated Lender; provided that: (i) the assigning Lender and the Affiliated Lender purchasing such Lender’s Loans shall execute and deliver to the Administrative Agent an Assignment and Assumption with such customary modifications to reflect the nature of the transaction as the Administrative Agent shall reasonably require; (ii) each such Affiliated Lender agrees it may not challenge the attorney-client privilege of the Lenders or the Administrative Agent on the basis of any such Affiliated Lender’s status as a Lender; (iii) each Affiliated Lender shall either (1) represent and warrant to the assigning Lender (other than any other Affiliated Lender) and the Administrative Agent that it does not possess any Excluded Information or (2) make a statement that such representation cannot be made and the parties thereto shall waive any potential claims arising from such Affiliated Lender being in possession of Excluded Information; and (iv) the aggregate principal amount of Loans held at any one time by all Affiliated Lenders shall not exceed 33% of the aggregate principal amount of all Loans at such time outstanding.

(f) Notwithstanding anything in Section 10.02 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter

111

related to any Loan Document or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, all Loans held by Debt Fund Affiliates may not account for more than fifty percent (50.00%) (pro rata among such Debt Fund Affiliates) of the Loans of consenting Lenders included in determining whether the Required Lenders have consented to any action pursuant to Section 10.02.

SECTION 10.05 Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or Knowledge of any Default or incorrect representation or warranty at the time any Loan Document is executed and delivered or any credit is extended hereunder, and shall continue in full force and effect until the Termination Date. The provisions of Sections 2.14, 2.15, 2.16, 2.17(e) and 10.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans and amounts due in respect of the Commitments or the termination of this Agreement or any provision hereof.

SECTION 10.06 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 10.07 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing and the Administrative Agent has consented in writing (which consent may be given in the Administrative Agent’s sole discretion and shall be given at the direction of the Required Lenders), each Lender, and each Affiliate of any of the foregoing, is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or other amounts at any time held and other obligations (in whatever currency) at any time owing by such Lender, or by such an Affiliate, to or for the credit or the account of or the Borrower against any of and all the obligations then due of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement. The rights of each Lender, and each Affiliate of any of the foregoing, under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or Affiliate may have. No amounts set off from any Guarantor shall be applied to any Excluded Hedge Obligations of such Guarantor.

112

SECTION 10.09 Governing Law; Jurisdiction; Consent to Service of Process.

(a) This Agreement shall be construed in accordance with and governed by the Laws of the State of New York.

(b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that any Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any of its properties in the courts of any jurisdiction to the extent necessary to enforce the Collateral.

(c) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in clause (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 10.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 10.11 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 10.12 Confidentiality. Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Related Parties, including accountants, legal counsel and other agents and advisors, leveraged facility providers and settlement service providers (including CUSIP Service Bureau, Inc.) solely in connection

113

with the Transactions, it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential and the Administrative Agent and each Lender shall be responsible for the compliance with this Section by their Related Parties, (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable law or by any subpoena or similar legal process (in which case, such Person agrees to inform the Borrower as promptly as practicable thereof, to the extent permitted by law), (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies under this Agreement or any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing confidentiality undertakings substantially similar to those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its Related Parties) to any Hedge Contract or derivative transaction relating to the Borrower or any Subsidiary and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Agents, any Lender or any Affiliate of any of the foregoing on a nonconfidential basis from a source other than the Borrower. For purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or any Subsidiary or their businesses, other than any such information that is available to the Agents or any Lender on a nonconfidential basis prior to disclosure by the Borrower. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

SECTION 10.13 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts that are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 10.14 Release of Liens and Guarantees.

(a) The Lenders irrevocably authorize the Collateral Agent and the Administrative Agent (and the Collateral Agent and the Administrative Agent agrees):

(i) to release any Lien on any property securing the Obligations granted to or held by the Collateral Agent or the Administrative Agent under any Loan Document (x) upon the Termination Date (and, concurrently therewith, to release all the Loan Parties from their Obligations under the Loan Documents (other than (A) obligations under Secured Hedge Agreements and Treasury Services Agreements not yet due and payable, (B) contingent indemnification obligations not yet accrued and payable, and (C) those that specifically survive the Termination Date)), (y) that is sold or transferred or to be sold or transferred as part of or in connection with any sale permitted hereunder or under any other Loan Document to any Person other than a Loan Party, or (z) subject to Section 10.02, if approved, authorized or ratified in writing by the Required Lenders; and

114

(ii) to release any Guarantor from its obligations under any Loan Document to which it is a party if such Person ceases to be a Subsidiary as a result of a transaction or designation permitted hereunder.

(b) In each case as specified in this Section 10.14, the relevant Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Loan Documents securing the Obligations (or the subordination of the same), or to release such Loan Party from its Obligations under the Loan Documents, in each case, in accordance with the terms of the Loan Documents and this Section 10.14.

(c) Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.

(d) For the avoidance of doubt, no release of Liens or Guarantors effected in the manner permitted by this Section 10.14 shall require the consent of any holder of obligations under any Secured Hedge Agreement or any Treasury Services Agreements.

SECTION 10.15 USA PATRIOT Act Notice. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Loan Party that pursuant to the requirements of the USA PATRIOT Act it is required to obtain, verify and record information that identifies such Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Loan Party in accordance with the USA PATRIOT Act.

SECTION 10.16 No Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Lead Arranger are arm’s-length commercial transactions between the Borrower, the other Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent and the Lead Arranger on the other hand, (B) the Borrower and each other Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each Agent, the Lead Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) no Agent, nor the Lead Arranger or any Lender, has any obligation to the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Agents, the Lead Arranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Agents nor the Lead Arranger has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Agents, the Lead Arranger and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

115

SECTION 10.17 Independent Decision. Each Lender acknowledges that (i) it is engaged in making, purchasing, holding or investing in loans or similar extensions of credit in the ordinary course of its business, (ii) it has had an opportunity to request from the Borrower, and has received and reviewed, any information necessary for it to decide whether to extend credit to the Borrower hereunder and (iii) it has made its own independent decision to extend credit to the Borrower hereunder.

SECTION 10.18 Non-Public Information. Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by the Borrower or the Administrative Agent pursuant to or in connection with, or in the course of administering, this Agreement will be syndicate-level information, which may contain MNPI. Each Lender represents to the Borrower and the Administrative Agent that (i) it has developed reasonable and customary compliance procedures regarding the use of MNPI and that it will handle MNPI in accordance with such procedures and applicable law, including federal, state and foreign securities laws, and (ii) it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain MNPI in accordance with its compliance procedures and applicable law, including federal, state and foreign securities laws.

SECTION 10.19 Electronic Execution of Assignments and Certain Other Documents. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state Laws based on the Uniform Electronic Transactions Act.

SECTION 10.20 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties hereto, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of an EEA Resolution Authority.

116

SECTION 10.21 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a Guarantee or otherwise, for Hedge Obligations or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the Laws of the State of New York and/or of the United States or any other state of the United States):

(a) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as a transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the Laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the Laws of the United States or a state of the United States.

(b) As used in this Section 10.21, the following terms have the following meanings:

“BHC Act Affiliate” of a part means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Covered Entity” means any of the following:

i. a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

ii. a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

iii. a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to such term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D)

[Signature pages follow]

117

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

PHI GROUP, INC., a Delaware corporation
By:	/s/ Trudy McConnaughhay
Name:	Trudy McConnaughhay
Title:	Chief Financial Officer
PHI CORPORATE, LLC, a Delaware limited liability company
By:	/s/ Trudy McConnaughhay
Name:	Trudy McConnaughhay
Title:	Chief Financial Officer
PHI, INC., a Louisiana corporation
By:	/s/ Trudy McConnaughhay
Name:	Trudy McConnaughhay
Title:	Chief Financial Officer
PHI SERVICES, INC., a Louisiana corporation
By:	/s/ Trudy McConnaughhay
Name:	Trudy McConnaughhay
Title:	Chief Financial Officer
PHI TECH SERVICES, LLC, a Louisiana limited liability company
By:	/s/ Trudy McConnaughhay
Name:	Trudy McConnaughhay
Title:	Chief Financial Officer

[Signature Page to Term Loan Credit Agreement]

PHI AIR MEDICAL, L.L.C., a Louisiana limited liability company
By:	/s/ Trudy McConnaughhay
Name:	Trudy McConnaughhay
Title:	Chief Financial Officer
PHI HELIPASS, L.L.C., a Louisiana limited liability company
By:	/s/ Trudy McConnaughhay
Name:	Trudy McConnaughhay
Title:	Chief Financial Officer
AM EQUITY HOLDINGS, L.L.C., a Louisiana limited liability company
By:	/s/ Trudy McConnaughhay
Name:	Trudy McConnaughhay
Title:	Chief Financial Officer

[Signature Page to Term Loan Credit Agreement]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, Collateral Agent, and initial Lender
By:	/s/ Nupur Kumar
	Name: Nupur Kumar
	Title: Authorized Signatory
By:	/s/ Christopher Zybrick
	Name: Christopher Zybrick
	Title: Authorized Signatory

[Signature Page to Term Loan Credit Agreement]

EX-10.2

Exhibit 10.2

Execution Version

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”), dated as of September 4, 2019, is by and among by PHI Group, Inc. (including any of its successors by merger, acquisition, reorganization, conversion or otherwise, the “Company”), and the Persons set forth on Schedule I hereto. Unless otherwise indicated, capitalized terms used herein shall have the meanings ascribed to such terms in Article 6.

WITNESSETH:

WHEREAS, the Company issued New Common Stock and New Warrants to the Holders (as defined herein) pursuant to the Plan (as defined below), upon the terms set forth in the Debtors’ Third Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (as amended from time to time, the “Plan”), as confirmed by the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”);

WHEREAS, this Agreement was contemplated by the Plan and approved by the Bankruptcy Court; and

WHEREAS, the Company and the other parties hereto desire to provide for, among other things, the grant of registration rights with respect to the Registrable Securities (as defined herein) and the Company is otherwise required to provide to the Holders certain arrangements with respect to registration of Registrable Securities under the Securities Act.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and subject to the satisfaction or waiver of the conditions hereof, the parties hereto agree as follows:

ARTICLE 1

DEMAND REGISTRATIONS.

Section 1.1    Right to Demand. At any time and from time to time following the consummation of a Qualified IPO, a Holder or a group of Holders holding, together with their Affiliates, at least fifteen percent (15%) of the then outstanding Registrable Securities (a “Demand Group”, and each member of such group a “Demanding Holder”) shall have the right, by delivering a written notice to the Company (a “Demand Notice”), to require the Company to register under and in accordance with the provisions of the Securities Act the number of Registrable Securities owned by the Demanding Holders and requested by such Demand Notice to be so registered (a “Demand Registration”); provided, however, that the Holders in the aggregate shall not be entitled to deliver to the Company more than (i) one (1) Demand Notice in any 6-month period or (ii) twelve (12) Demand Notices over the term of this Agreement. A Demand Notice shall also specify the expected method or methods of disposition of the

applicable Registrable Securities, provided, however, that the Company shall not be required to cause the offering with respect to a Demand Registration to be a marketed or underwritten offering unless the Demand Group holds at least ten percent (10%) of the outstanding Registrable Securities on the date that the Demand Notice with respect to such Demand Registration is delivered to the Company pursuant to this Section 1.1 of this Agreement

Section 1.2    Demand Registration Expenses. The Registration Expenses of each Demanding Holder will be paid by the Company in all Demand Registrations, whether or not any such registration or the prospectus related thereto becomes effective or final.

Section 1.3    Demand Registration Priority. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter(s) of such underwritten offering advises the Company and the Demand Group in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering, together with any Other Securities proposed to be included by holders thereof which are entitled to include securities in such registration statement, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all such Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows:

(a)    first, the Registrable Securities for which inclusion in such underwritten offering was requested by the Demanding Holder(s) and the Registrable Securities held by Holders requested to be included in such registration pursuant to Article 2 of this Agreement, pro rata among the Demanding Holders and such Holders on the basis of the number of shares owned by each such Demanding Holder and each such Holder and requested to be included in such offering; and

(b)    second, among any holders of Other Securities, pro rata, based on the number of Other Securities owned by each such holder of Other Securities and requested to be included in such offering.

Section 1.4    Demand Withdrawal. The Demand Group shall have the right to notify the Company that it has determined that the Registration Statement relating to a Demand Registration be abandoned or withdrawn, in which event the Company shall promptly abandon or withdraw such Registration Statement and such withdrawn registration shall not count against the limit of Demand Registrations.

Section 1.5    Multiple Offerings. Notwithstanding anything contained herein to the contrary, with the prior written consent of the Demand Group, the Company shall be entitled to coordinate any offerings under this Article I of this Agreement with any offerings to be effected pursuant to similar agreements with the holders of Other Securities, including, if practicable, by filing one (1) Registration Statement for all Registrable Securities and Other Securities.

2

ARTICLE 2

PIGGYBACK REGISTRATIONS.

Section 2.1    Right to Piggyback. If the Company proposes to file a Registration Statement under the Securities Act with respect to any of its Equity (whether in a primary offering of such Equity or a secondary offering of such Equity pursuant to the exercise of a right to Demand Registration in accordance with Article 1 of this Agreement or otherwise) (other than in connection with registration on Form S-8, Form S-4 or any successor or similar form) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), then the Company will give prompt written notice (but in no event less than twenty (20) days prior to the proposed date of filing such Registration Statement) to all Holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2.3, 2.4, 4.1 and 4.2 of this Agreement, if the Company receives, within ten (10) days after the delivery of the Company’s notice, written requests from the applicable Holders for inclusion therein of any Registrable Securities then outstanding, the Company will include in such registration all Registrable Securities, in each case with respect to which the Company has received such requests. Each such Company notice shall specify the approximate number of Company equity securities to be registered and the anticipated per share price range for such offering.

Section 2.2    Piggyback Expenses. The Registration Expenses of the holders of Registrable Securities will be paid by the Company in all Piggyback Registrations, whether or not any such registration or prospectus becomes effective or final.

Section 2.3    Priority on Primary Registrations. If a Piggyback Registration is or includes an underwritten registration on behalf of the Company and the managing underwriter(s) advises the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in its reasonable opinion the number of Registrable Securities requested to be included in such registration pursuant to Section 2.1 of this Agreement exceeds the number which can be sold in such offering without adversely affecting the marketability of such offering, the Company will include in such registration: (a) first, the securities the Company proposes to sell and (b) second, the Registrable Securities requested to be included in such registration, pro rata among Holders of such Registrable Securities on the basis of the number of shares owned by each such Holder and requested to be included in such registration.

Section 2.4    Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of any holder of Equity (whether pursuant to the exercise of a right to Demand Registration in accordance with Article 1 of this Agreement or otherwise), and the managing underwriter(s) advises the Company in writing that in its reasonable opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration the Registrable Securities requested to be included in such registration, pro rata among Holders of such Registrable Securities on the basis of the number of shares owned by each such Holder and requested to be included in such registration.

3

Section 2.5    Other Registration Rights. The Company represents and warrants that it is not a party to, or otherwise subject to, any other agreement granting registration rights to any other Person with respect to any securities of the Company, other than this Agreement. Except as provided in this Agreement, the Company shall not grant to any Person the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such equity securities, in the nature of those set forth herein that would have priority over the Registrable Securities with respect to the inclusion of such securities in any such registration, without the approval of the Holders holding a Majority of the Registrable Securities.

ARTICLE 3

REGISTRATION GENERALLY.

Section 3.1    Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof and pursuant thereto the Company will as expeditiously as reasonably practicable:

(a)    prepare and (within forty-five (45) days after the end of the period within which requests for inclusion in such registration may be given to the Company) file with the SEC a Registration Statement with respect to such Registrable Securities and thereafter use its reasonable best efforts to cause such Registration Statement to become effective as soon as reasonably practicable (provided that before filing a Registration Statement or prospectus or any amendments or supplements thereto, the Company will furnish to one counsel (whose fees and expenses shall be paid by the Company) selected by the Holders holding a Majority of the Registrable Securities included in such registration copies of all such documents proposed to be filed, which documents will be subject to review by such counsel and any other counsel selected by any other Holder; provided that any fees and expenses associated with such other counsel shall be borne by such Person electing to appoint such other counsel);

(b)    prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary (i) to keep such Registration Statement effective (A) for a period of not less than three hundred sixty-five (365) days (subject to extension pursuant to Section 3.3(b) of this Agreement) or, if such Registration Statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer, (B) for a period of less than three hundred sixty-five (365) days, which period will terminate only when all of the securities covered by such Registration Statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such Registration Statement (but in any event not before the expiration of any longer period required under the Securities Act), or (C) continuously in the case of a Shelf Registration, ending on the earlier of (w) the date on which all Registrable Securities have been sold pursuant to the Shelf Registration or have otherwise ceased to be Registrable Securities, (x) the (2^nd) second anniversary of the

4

effective date of such Shelf Registration and (y) such other date determined by the Holders holding a Majority of the Registrable Securities included in such Shelf Registration, and (ii) to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such Registration Statement;

(c)     furnish to each seller of Registrable Securities such number of copies, without charge, of such Registration Statement, each amendment and supplement thereto, including each preliminary prospectus, final prospectus, any other prospectus (including any prospectus filed under Rule 424, Rule 430A or Rule 430B under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act), all exhibits and other documents filed therewith and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(d)    use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in respect of doing business in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);

(e)    promptly notify each seller of such Registrable Securities and their counsel, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the discovery of the occurrence of any event as a result of which, the prospectus included in such Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and, at the request of any such seller, the Company will prepare and furnish to such seller a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the prospective purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

(f)    cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the FINRA automated quotation system and, if listed on the FINRA automated quotation system, use its commercially reasonable efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ “national market system security” within the meaning of Rule 11Aa2-1 of the Exchange Act or, failing that, to secure NASDAQ authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two (2) market makers to register as such with respect to such Registrable Securities with FINRA;

5

(g)    provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after a date not later than the effective date of such Registration Statement;

(h)    enter into such customary agreements (including underwriting agreements in customary form, and including provisions with respect to indemnification and contribution in customary form) and take all such other customary actions as the Holders holding a Majority of the Registrable Securities included in such registration, or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (which might include making members of management and executives of the Company available to participate in reasonable “road show,” similar sales events and other marketing activities and effecting a stock split or a combination of shares);

(i)    make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such seller or underwriter, upon reasonable notice and during normal business hours, reasonable due diligence materials relating to the business of the Company, including all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all such information, in each case as is reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement, and cooperate and participate as reasonably requested by the Holders holding a Majority of the Registrable Securities included in such registration in road show presentations, in the preparation of the Registration Statement, each amendment and supplement thereto, the prospectus included therein, and other activities as the Holders holding a Majority of the Registrable Securities included in such registration may reasonably request in order to facilitate the disposition of the Registrable Securities; provided, that, unless the disclosure of such information is necessary to avoid or correct a misstatement or omission in the Registration Statement or the release of such information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this Section 3.1(i) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such due diligence materials are confidential and so notifies the seller or underwriter in writing, unless prior to furnishing any such information with respect to clause (ii) such Holder of Registrable Securities requesting such information agrees to enter into a confidentiality agreement in customary form and subject to customary exceptions; and provided, further, that each holder of Registrable Securities agrees that it shall, upon learning that disclosure of such information is sought

6

in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the information deemed confidential;

(j)    otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, but not later than eighteen (18) months after the effective date of the registration statement, an earnings statement covering the period of at least twelve (12) months beginning with the first (1st) day of the Company’s first (1st) full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(k)    in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such Registration Statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain the withdrawal of such order;

(l)    obtain one (1) or more comfort letters, dated the effective date of such Registration Statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), signed by the Company’s independent public accountants in the then-current customary form and covering such matters of the type customarily covered from time to time by comfort letters as the Holders holding a Majority of the Registrable Securities being sold reasonably request;

(m)    provide a legal opinion of the Company’s outside counsel, dated the effective date of such Registration Statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the Registration Statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in the then-current customary form and covering such matters of the type customarily covered from time to time by legal opinions of such nature, as the Holders holding a Majority of the Registrable Securities being sold shall reasonably request;

(n)    cooperate with the sellers of Registrable Securities covered by the Registration Statement and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or agent, if any, or such holders may request;

(o)    notify counsel for the sellers of Registrable Securities included in such Registration Statement and the managing underwriter or agent, immediately, and confirm the notice in writing (i) when the Registration Statement, or any post-effective

7

amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment prospectus shall have been filed, (ii) of the receipt of any comments from the SEC, (iii) of any request of the SEC to amend the Registration Statement or amend or supplement the prospectus or for additional information, and (iv) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes;

(p)    use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus;

(q)    if requested by the managing underwriter or agent or any holder of Registrable Securities covered by the Registration Statement, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or agent or such holder reasonably requests to be included therein, including with respect to the number of Registrable Securities being sold by such holder to such underwriter or agent, the purchase price being paid therefor by such underwriter or agent and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering, and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment; and

(r)    cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA.

The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish to the Company such information relating to the sale or registration of such securities regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing.

Section 3.2    Registration Expenses.

(a)    All expenses incident to the Company’s performance of or compliance with this Agreement, including all registration, qualification and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions attributable to the Registrable Securities being sold by the holders thereof) and other Persons retained by the Company (all such expenses being herein called “Registration Expenses”), will be paid by the Company in respect of each Demand Registration and Piggyback Registration, whether or not it has become effective, including that the Company will pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), the

8

expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on the FINRA automated quotation system. Notwithstanding the foregoing, each Person that sells securities pursuant to a Demand Registration or Piggyback Registration hereunder shall bear and pay all underwriting discounts and commissions applicable to the securities sold for such Person’s account, and such amounts shall not be considered Registration Expenses.

(b)    In connection with each Demand Registration and Piggyback Registration, whether or not it has become effective, the Company will pay, and reimburse the holders of Registrable Securities covered by such registration for the payment of, the reasonable fees and disbursements of one counsel selected by the Holders holding a Majority of the Registrable Securities included in such registration, and such expenses shall be considered Registration Expenses hereunder.

Section 3.3    Participation in Underwritten Offerings.

(a)    No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved pursuant to this Agreement by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s); provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

(b)    Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 3.1(e) of this Agreement, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the Registration Statement until such Person’s receipt of the copies of a supplemented or amended prospectus as contemplated by Section 3.1(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 3.1(b) of this Agreement during which a Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such Registration Statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 3.1(e) of this Agreement.

Section 3.4    Information Requirement. With a view to making available to the Holders of Registrable Securities the benefits of Rule 144A promulgated under the Securities Act and other rules and regulations of the Commission that may at any time permit a Holder of Registrable Securities to sell securities of the Company without registration, until such time as when no Registrable Securities remain outstanding, the Company covenants that it will (i) if it is

9

subject to the reporting requirement of Section 13 or 15(d) of the Exchange Act, file in a timely manner all reports and other documents required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder or (ii) if it is not subject to the reporting requirement of Section 13 or 15(d) of the Exchange Act, make available, upon written request by any Holder of Registrable Securities, information necessary to comply with Rule 144A(d)(4), if available with respect to resales of the Registrable Securities under the Securities Act, at all times, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemption provided by Rule 144A promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), as such rules may be amended from time to time. Upon the reasonable request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such information requirements, and, if not, the specific reasons for non-compliance.

Section 3.5    Shelf Take-Downs. At any time that a Shelf Registration is effective, if any holder or group of holders of Registrable Securities delivers a notice to the Company and the Board (a “Take-Down Notice”) stating that it intends to effect an offering of all or part of its Registrable Securities included by it on the Shelf Registration, whether such offering is underwritten or non-underwritten (a “Shelf Offering”) and stating the number of the Registrable Securities to be included in the Shelf Offering, then, provided that the Board approves the Shelf Offering and the number of the Registrable Securities to be included in such Shelf Offering, the Company shall amend or supplement the Shelf Registration as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other holders pursuant to this Section 3.5 of this Agreement). In connection with any Shelf Offering:

(a)    such proposing holder(s) shall also deliver the Take-Down Notice to the Company, which shall in turn deliver such notice to all other holders included on such Shelf Registration and permit each holder to include its Registrable Securities included on the Shelf Registration in the Shelf Offering if such holder notifies the proposing holders and the Company within five (5) Business Days after delivery of the Take-Down Notice to such holder, and

(b)    in the event that the managing underwriter(s), if any, advises the Company in writing that in its opinion the number of Registrable Securities to be included in such Shelf Offering exceeds the number of Registrable Securities which can be sold therein without adversely affecting the marketability of the offering, such underwriter(s), if any, may limit the number of shares which would otherwise be included in such take-down offering and, in such case, the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included in such offering that, in the opinion of such underwriter(s), can be sold without adversely affecting the marketability of the offering, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, and only then securities that are not Registrable Securities if the managing underwriter(s) has advised that such securities may be included.

10

Section 3.6    Black-Out. Notwithstanding anything herein to the contrary, following an IPO, if in the good faith judgment of the Chief Executive Officer or Chief Financial Officer of the Company it would be detrimental to the Company and its stockholders not to defer the filing, or suspend the use by the Holders, of a Registration Statement by reason of: (A) a material pending financing, acquisition, disposition, corporate reorganization, merger, public offering of securities, or other material transaction involving or being contemplated by the Company, or other similarly material events then concerning the Company; (B) the Company being in possession of material non-public information not otherwise then required by law to be publicly disclosed that it deems advisable not to disclose in such Registration Statement; or (C) a requirement to include pro forma or other information, which requirement the Company is reasonably unable to comply with at such time, or to undertake initial or continuing disclosure obligations not in the best interests of the Company’s stockholders, the Company shall have the right to defer the filing, or suspend the use by the Holders, of such Registration Statement for a period of not more than sixty (60) days (each, a “Suspension Period”); provided, however, that the Company may not utilize this right for more than one-hundred twenty (120) days in any 365-day period; provided, further, that the Company shall at all times in good faith use its commercially reasonable efforts to cause any Suspension Period to be terminated as soon as possible, including, if necessary, by causing a Registration Statement required by this Agreement to be filed or restored as soon as possible thereafter; and provided, further, that such right pursuant to this Section 3.6 shall be exercisable by the Company only if the Company is concurrently exercising all similar black-out rights against holders of similar securities that have registration rights, if any, to the extent permitted by the terms of such registration rights.

Section 3.7    Transfer of Registration Rights. The rights and obligations of each party hereto may not be transferred in whole or in part without the prior written consent of the Company; provided, however, that any Holder may freely assign its rights hereunder on a pro rata basis in connection with any sale, transfer, assignment, or other conveyance (any of the foregoing, a “Transfer”) of Registrable Securities to any Affiliate; provided that all of the following additional conditions are satisfied: (a) such Transfer is effected in accordance with applicable securities laws; (b) such transferee or assignee agrees in writing to become subject to the terms of this Agreement; and (c) the Company is given written notice by such Holder of such Transfer, stating the name and address of the transferee or assignee and identifying the Registrable Securities with respect to which such rights are being transferred or assigned and providing the amount of any other capital stock of the Company beneficially owned by such transferee or assignee; and provided further, that (i) any rights assigned hereunder shall apply only in respect of the Registrable Securities that are Transferred and not in respect of any other securities that the transferee or assignee may hold and (ii) any Registrable Securities that are Transferred may cease to constitute Registrable Securities following such Transfer in accordance with the terms of this Agreement.

Section 3.8    Further Assurances. Each of the parties hereto shall execute all such further instruments and documents and take all such further action as any other party hereto may reasonably require in order to effectuate the terms and purposes of this Agreement.

11

ARTICLE 4

LOCK-UP.

Section 4.1    IPO Lock-Up. In connection with a Qualified IPO, each Holder hereby agrees, at the request of the Company or the managing underwriter(s) thereof, to be bound by and/or to execute and deliver, a lock-up agreement with the underwriter(s) of the Qualified IPO restricting for a reasonable and customary period determined by the applicable underwriter(s) such Holder’s right to (a) transfer, directly or indirectly, any Equity or any securities convertible into or exercisable or exchangeable for such Equity or (b) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of Equity; provided, that (i) no Holder shall be required by this Section 4.1 to be bound by a lock-up agreement covering a period of greater than ninety (90) days following the effectiveness of the related Registration Statement and (ii) the lock-up agreements executed by the Holders shall be materially similar in form and substance, except as expressly stated otherwise in this Section 4.1.

Section 4.2    Other Offering Lock-Up. In connection with any underwritten Public Offering other than a Qualified IPO, each Holder participating in such public offering hereby agrees, at the request of the Company or the managing underwriters thereof, to be bound by and/or to execute and deliver, a lock-up agreement with the underwriter(s) of such Public Offering restricting for a reasonable and customary period determined by the applicable underwriter(s) such Holder’s right to (a) transfer, directly or indirectly, any Equity or any securities convertible into or exercisable or exchangeable for such Equity or (b) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of Equity, in each case, unless the initiating party is the Company, to the extent that such restrictions are also agreed to by the Person initiating such underwritten registration in accordance with this Agreement; provided that (i) no Holder shall be required by this Section 4.2 to be bound by a lock-up agreement covering a period of greater than sixty (60) days following the effectiveness of the related registration statement and (ii) the lock-up agreements executed by the Holder shall be materially similar in form and substance.

Section 4.3    Extension of Lock-Up. If (a) during the last 17 days of the applicable restricted period set forth in Section 4.1 or 4.2 of this Agreement the Company issues an earnings release or material news or a material event relating to the Company occurs or (b) prior to the expiration of the applicable restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of such restricted period, unless otherwise waived by the applicable managing underwriter(s) in their sole discretion, then upon notice from the Company the foregoing restrictions on transfer shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

ARTICLE 5

INDEMNIFICATION.

Section 5.1    Indemnification by the Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities that sells securities in any Public Offering covered by this Agreement and, as applicable, its officers, directors, trustees, employees, stockholders, holders of beneficial interests, members,

12

and general and limited partners (collectively, such holder’s “Indemnitees”) and each Person who controls such holder (within the meaning of Section 15 of the Securities Act) against any and all expenses, losses, claims, damages, liabilities, joint or several, or actions, proceedings or settlements in respect thereof to which such holder or any such Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (a) any untrue or alleged untrue statement of material fact contained in any Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto, together with any documents incorporated therein by reference, (b) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (c) any violation or alleged violation by the Company of the Securities Act, any state securities laws or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any offering covered by such registration, qualification or compliance, and the Company will reimburse such holder and each of its Indemnitees for any legal or any other expenses, including any amounts paid in any settlement effected with the consent of the Company, which consent will not be unreasonably withheld or delayed, incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission, made in such Registration Statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished to the Company by such holder expressly for use therein. In connection with an underwritten offering, the Company will indemnify the underwriters thereof, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any holder of Registrable Securities or any other indemnified party and shall survive the transfer of any Registrable Securities.

Section 5.2    Indemnification by Holders of Registrable Securities. In connection with any Registration Statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or prospectus and, to the extent permitted by law, will indemnify and hold harmless the Company and its Indemnitees against any losses, claims, damages, liabilities, joint or several, to which the Company or any such Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (a) any untrue or alleged untrue statement of material fact contained in the Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or in any application, together with any documents incorporated therein by reference or (b) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any

13

application, in reliance upon and in conformity with written information prepared and furnished to the Company by such holder expressly for use therein, and such holder will reimburse the Company and each such Indemnitee for any reasonable legal or any other reasonable expenses, including any amounts paid in any settlement effected with the consent of such holder, incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the obligation to indemnify will be individual (and not joint and several) to each holder and will be limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to such registration statement, less any other amounts paid by such holder in respect of such untrue statement, alleged untrue statement, omission or alleged omission. For the avoidance of doubt, a holder shall only be required to provide the foregoing indemnification in connection with information provided in such holder’s capacity as a holder of equity securities of the Company.

Section 5.3    Procedure. Any Person entitled to indemnification hereunder will (a) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided, however, that the failure of any indemnified party to give such notice shall not relieve the indemnifying party of its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to give such notice), and (b) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

Section 5.4    Entry of Judgment; Settlement. The indemnifying party shall not, except with the approval of each indemnified party, consent to entry of any judgment or enter into any settlement which (x) includes any admission of liability, wrongdoing or misconduct on behalf of any such indemnified party or any of its Affiliates or (y) does not include as an unconditional term thereof the giving by the claimant or plaintiff to each indemnified party and their respective Affiliates of a release from all liability in respect to such claim or litigation without any payment or consideration provided by such indemnified party or any of its Affiliates.

Section 5.5    Contribution. If the indemnification provided for in this Section 5 is, other than expressly pursuant to its terms, unavailable to or is insufficient to hold harmless an indemnified party under the provisions above in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (a) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the sellers of Registrable Securities and any other sellers participating in the registration statement, on the other hand, from the sale of Registrable Securities pursuant to the

14

registered offering of securities as to which indemnity is sought or (b) if the allocation provided by clause (a) above is not permitted by applicable law, in such proportion as is appropriate to reflect the relative benefits referred to in clause (a) above but also the relative fault of the Company, on the one hand, and of the sellers of Registrable Securities and any other sellers participating in the registration statement, on the other hand, in connection with the statement or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the sellers of Registrable Securities and any other sellers participating in the registration statement, on the other hand, shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) to the Company relative to the total net proceeds from the offering (before deducting expenses) to the sellers of Registrable Securities and any other sellers participating in the registration statement. The relative fault of the Company, on the one hand, and of the sellers of Registrable Securities and any other sellers participating in the registration statement, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged omission to state a material fact relates to information supplied by the Company or by the sellers of Registrable Securities or other sellers participating in the registration statement and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and the sellers of Registrable Securities agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the sellers of Registrable Securities were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5, no seller of Registrable Securities shall be required to contribute any amount in excess of the net proceeds received by such seller from the sale of Registrable Securities covered by the Registration Statement filed pursuant hereto, less any other amounts paid by such holder in respect of such untrue statement, alleged untrue statement, omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Section 5.6    Other Rights. The indemnification and contribution by any party provided for under this Agreement shall be in addition to any other rights to indemnification or contribution which any indemnified party may have elsewhere in the Agreement or the Company’s Charter Documents or pursuant to law or contract and will remain in full force and effect regardless of any investigation made or omitted by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the transfer of securities.

15

ARTICLE 6

DEFINITIONS.

Capitalized terms used and not otherwise defined herein that are defined in the Plan have the meanings given such terms in the Plan. As used in this Agreement, the following terms have the meanings specified below:

“Affiliate” means, with respect to any person, any other person which directly or indirectly controls, is controlled by, or is under common control with, such person. The term “control” (including the terms “controlled by” and “under common control with”) as used in this definition means the possession, directly or indirectly (including through one or more intermediaries), of the power or authority to direct or cause the direction of management, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble.

“Bankruptcy Court” has the meaning set forth in the recitals.

“Board” means the board of directors of the Company.

“Commission” means the Securities and Exchange Commission.

“Company” has the meaning set forth in the preamble.

“Demand Group” shall have the meaning given to such term in Section 1.1 hereof.

“Demand Notice” shall have the meaning given to such term in Section 1.1 hereof.

“Demand Registration” shall have the meaning given to such term in Section 1.1 hereof.

“Demanding Holder” shall have the meaning given to such term in Section 1.1 hereof.

“Equity” shall mean all New Common Stock, New Warrants and, without duplication, Warrant Shares.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“FINRA” shall mean the Financial Industry Regulatory Authority, Inc. or any successor organization thereof.

“GAAP” means the generally accepted accounting principles as in effect from time to time in the U.S.

“Holder” means each signatory to the Agreement other than the Company. A Holder ceases to be a Holder at the time it no longer owns any Registrable Securities.

“Indemnitees” shall have the meaning given to such term in Section 5.1 hereof.

16

“IPO” means the first public offering of equity securities of the Company following the date hereof pursuant to an effective Registration Statement under the Securities Act (other than on Forms S-4, S-8 or successors to such forms), covering the offer and sale of capital stock of the Company.

“Majority” means greater than fifty percent (50%).

“NASDAQ” shall mean The NASDAQ, Inc., or any successor organization thereof.

“New Common Stock” means the shares of common stock, par value $0.01 per share, of the Company issued pursuant to the Plan.

“New Warrants” means the warrants, each initially exercisable for one (1) share of New Common Stock (subject to adjustment), issued by the Company pursuant to the Plan to the Holders who hold Class 4 and Class 5 claims (as defined in the Plan) who do not qualify as a U.S. citizen.

“Other Securities” means the Equity that the Company is registering in accordance with the terms hereof.

“Person” shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

“Piggyback Registration” shall have the meaning given to such term in Section 2.1 hereof.

“Plan” has the meaning set forth in the recitals.

“Public Offering” shall mean a public offering and sale of Equity for cash pursuant to an effective Registration Statement.

“Qualified IPO” means a bona fide, marketed underwritten IPO of New Common Shares after which closing such New Common Shares are quoted on the NASDAQ National Market or listed or quoted on the New York Stock Exchange or other national securities exchange acceptable to the Board and meeting one of the following two criteria: (i) the aggregate cash proceeds (net of underwriting discounts, commissions and offering expenses) of such offering to the Company exceed seventy five million dollars ($75 million), or (ii) at least twenty percent (20%) of the New Common Shares (for purposes of such calculation treating the securities issued in the IPO as New Common Shares) shall have been issued or sold to the public in connection with such IPO.

“Registrable Securities” are (a) all shares of New Common Stock, and all shares issued or issuable upon the exercise of any New Warrants (the “Warrant Shares”), which shares of New Common Stock and New Warrants are acquired by any Holder pursuant to the Plan (including pursuant to the Equity Commitment Agreement), and any additional shares of New Common Stock or Warrant Shares acquired by any such Holder (including through the acquisition of New Warrants) in open market or other purchases after the Effective Date, or any additional Shares of

17

New Common Stock acquired by any such Holder through the exercise of New Warrants after the Effective Date, and (b) any additional shares of New Common Stock or Warrant Shares paid, issued or distributed in respect of any such shares or warrants by way of a stock dividend, stock split or distribution, or in connection with a combination of shares, and any security into which such New Common Stock or Warrant Shares will have been converted or exchanged in connection with a recapitalization, reorganization, reclassification, merger, consolidation, exchange, distribution or otherwise; provided, however, that as to any Registrable Securities, such securities shall cease to constitute Registrable Securities upon the earliest to occur of: (w) the date on which such securities are disposed of pursuant to an effective registration statement; (x) the date on which such securities are disposed of pursuant to Rule 144 (or any similar provision then in effect) promulgated under the Securities Act; (y) the date on which such Registrable Securities cease to be outstanding; and (z) the date on which such securities may be sold by the holder thereof in a single sale that, in the opinion of counsel satisfactory to such Holder, pursuant to Rule 144 under the Securities Act without any limitation as to volume or manner of sale restrictions. For the avoidance of doubt, any provision herein requiring the calculation of the number of Registrable Securities shall be deemed to refer to the number of Warrant Shares constituting Registrable Securities, including Warrant Shares issued or issuable upon the exercise of New Warrants, without regard to any limitation on the exercise of the New Warrants.

“Registration Expenses” shall have the meaning given to such term in Section 3.2(a) hereof.

“Registration Statement” means any registration statement of the Company under the Securities Act which permits the public offering of any of the Registrable Securities, including the prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Shelf Offering” shall have the meaning given to such term in Section 3.5 hereof.

“Shelf Registration” shall mean a Short-Form Registration filed with the SEC in accordance with and pursuant to Rule 415 under the Securities Act (or any successor rule then in effect).

“Short Form Registration” means a registration of all or part of the Registrable Securities on Form S-3 or any similar or successor short-form registration.

“Subsidiary” means any Person the majority of the equity of which, directly, or indirectly through one or more other Persons, (a) the Company has the right to acquire or (b) is owned or controlled by the Company. As used in this definition, “control,” including, its correlative meanings, “controlled by” and “under common control with,” means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of equity, by contract or otherwise). For the avoidance of doubt, Subsidiary shall include any Person that is included in the Company’s consolidated group for purposes of preparing the Company’s consolidated financial statements in accordance with GAAP.

18

“Suspension Period” shall have the meaning given to such term in Section 3.6 hereof.

“Transfer” shall have the meaning given to such term in Section 3.8 hereof.

“Take-Down Notice” shall have the meaning given to such term in Section 3.5 hereof.

ARTICLE 7

MISCELLANEOUS.

Section 7.1    Remedies. Any Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement.

Section 7.2    Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to any Registration Statement and shall sell the Registrable Securities only in accordance with a method of distribution described in each Registration Statement.

Section 7.3    Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of a Suspension Period, such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing by the Company that the use of the applicable prospectus (as it may have been supplemented or amended) may be resumed. The Company may provide appropriate stop orders to enforce the provisions of this paragraph.

Section 7.4    Preservation of Rights. The Company shall not grant any registration rights to third parties which are more favorable than or inconsistent with the rights granted hereunder unless any such more favorable rights are concurrently added to the rights granted hereunder.

Section 7.5    No Inconsistent Agreements; Foreign Registration. The Company will not hereafter enter into any agreement with respect to any Equity that is inconsistent with or violates the rights granted to the holders of Registrable Securities in this Agreement; provided that the granting of customary registration rights to an investor in connection with the sale of any Equity of the Company approved by the Majority of the Holders (or after the IPO, Holders holding the Majority of the Registrable Securities) shall be deemed not to be inconsistent with or violate the rights granted to the holders of Registrable Securities in this Agreement. In the event the Board and the Holders, as required under this Agreement, approve a public offering or a sale

19

of any Equity (or other securities representing, or exercisable for or convertible into, Equity) pursuant to the securities laws of a country other than the United States, the Board shall have the power to amend this Agreement in such manner as it shall deem reasonably necessary to ensure that the provisions of this Agreement will apply in as close to the same manner as possible under such foreign securities laws, and to otherwise preserve and give effect to the rights of the parties hereto.

Section 7.6    Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, or waived unless the same shall be in writing and signed by the Company and Holders holding at least a Majority of the then outstanding Registrable Securities; provided, however, that any party may give a waiver as to itself; provided further, however that no amendment, modification, supplement, or waiver that disproportionately and adversely affects, alters, or changes the interests of any Holder shall be effective against such Holder without the prior written consent of such Holder; provided further, however that the definition of “Holders” in Article 6 may not be amended, modified or supplemented, or waived unless in writing and signed by all the signatories to this Agreement; and provided further that the waiver of any provision with respect to any Registration Statement or offering may be given by Holders holding at least a Majority of the then outstanding Registrable Securities entitled to participate in such offering or, if such offering shall have been commenced, having elected to participate in such offering. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of certain Holders and that does not directly or indirectly affect the rights of other Holders may be given by Holders holding a Majority of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the immediately preceding sentence. No waiver of any terms or conditions of this Agreement shall operate as a waiver of any other breach of such terms and conditions or any other term or condition, nor shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision hereof. No written waiver hereunder, unless it by its own terms explicitly provides to the contrary, shall be construed to effect a continuing waiver of the provisions being waived and no such waiver in any instance shall constitute a waiver in any other instance or for any other purpose or impair the right of the party against whom such waiver is claimed in all other instances or for all other purposes to require full compliance with such provision. The failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of such provision and shall not affect the right of such party thereafter to enforce each provision of this Agreement in accordance with its terms.

Section 7.7    Adjustments Affecting Registrable Securities. The Company will not take any action, or permit any change to occur, with respect to its securities that would materially and adversely affect the ability of the holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to this Agreement. If the holders of Registrable Securities create a new holding company, the result of which is that the holders of the Equity immediately before such event become the holders of the equity of such new holding company, including as a result of a distribution of the equity securities of a Subsidiary of the Company to such holders, then in each instance the provisions of this Agreement will, in addition to applying to the Company, also apply to such new holding company in the same manner as if such new holding company, as applicable, were substituted for the Company throughout this Agreement.

20

Section 7.8    Notices. Any notice or other communication required or which may be given hereunder shall be in writing and shall be sent by certified or regular mail, by private national courier service (return receipt requested, postage prepaid), by personal delivery, by electronic mail or by facsimile transmission. Such notice or communication shall be deemed given (i) if mailed, two days after the date of mailing, (ii) if sent by national courier service, one Business Day after being sent, (iii) if delivered personally, when so delivered, (iv) if sent by electronic mail, on the Business Day such electronic mail is transmitted, or (v) if sent by facsimile transmission, on the Business Day such facsimile is transmitted, in each case as follows:

(A)    If to the Company:

PHI Group, Inc.

Attn: Trudy P. McConnaughhay, Chief Financial Officer

2001 SE Evangeline Thruway

Lafayette, LA, 70508

E-mail:

Facsimile:

With a copy (which shall not constitute notice) to:

Jones Walker LLP

Attn: Kenneth J. Najder

201 St. Charles Avenue, Suite 5100

New Orleans, Louisiana 70170

E-mail:

Facsimile:

(B)    If to the Holders (or to any of them), at their addresses as they appear in the records of the Company or the records of the transfer agent or registrar, if any, for the New Common Stock.

If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in the State of New York or the jurisdiction in which the Company’s principal office is located, the time period shall automatically be extended to the Business Day immediately following such Saturday, Sunday or legal holiday.

Section 7.9    Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns (including any trustee in bankruptcy). In addition, and whether or not any express assignment shall have been made, the provisions of this Agreement which are for the benefit of the Holders of Registrable Securities (or any portion thereof) as such shall be for the benefit of and enforceable by any subsequent holder of any Registrable Securities (or of such portion thereof); provided, that such subsequent holder of Registrable Securities shall be required to

21

execute a joinder to this Agreement in form and substance reasonably satisfactory to the Company agreeing to be bound by its terms. No assignment or delegation of this Agreement by the Company, or any of the Company’s rights, interests or obligations hereunder, shall be effective against any Holder without the prior written consent of such Holder.

Section 7.10    Execution and Counterparts. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

Section 7.11    Governing Law; Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) to the extent such rules or provisions would cause the application of the laws of any jurisdiction other than the State of New York. Each of the parties to this Agreement consents and agrees that any action to enforce this Agreement or any dispute, whether such dispute arises in law or equity, arising out of or relating to this Agreement shall be brought exclusively in the United States District Court for the Southern District of New York or any New York State Court sitting in New York City. The parties hereto consent and agree to submit to the exclusive jurisdiction of such courts. Each of the parties to this Agreement waives and agrees not to assert in any such dispute, to the fullest extent permitted by applicable law, any claim that (i) such party and such party’s property is immune from any legal process issued by such courts or (ii) any litigation or other proceeding commenced in such courts is brought in an inconvenient forum. The parties hereby agree that mailing of process or other papers in connection with any such action or proceeding to an address provided in writing by the recipient of such mailing, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof and hereby waive any objections to service in the manner herein provided.

Section 7.12    Waiver of Jury Trial. Each of the parties to this Agreement hereby agrees to waive its respective rights to a jury trial of any claim or cause of action based upon or arising out of this Agreement. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this Agreement, including contract claims, tort claims and all other common law and statutory claims. Each party hereto acknowledges that this waiver is a material inducement to enter into this Agreement, that each has already relied on this waiver in entering into this Agreement, and that each will continue to rely on this waiver in their related future dealings. Each party hereto further warrants and represents that it has reviewed this waiver with its legal counsel and that it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 7.12 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

22

Section 7.13    Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

Section 7.14    Descriptive Headings; Interpretation; No Strict Construction. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns, pronouns, and verbs shall include the plural and vice versa. Reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and, if applicable, hereof. The words “include”, “includes” or “including” in this Agreement shall be deemed to be followed by “without limitation”. The use of the words “or,” “either” or “any” shall not be exclusive. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. All references to laws, rules, regulations and forms in this Agreement shall be deemed to be references to such laws, rules, regulations and forms, as amended from time to time or, to the extent replaced, the comparable successor thereto in effect at the time. All references to agencies, self-regulatory organizations or governmental entities in this Agreement shall be deemed to be references to the comparable successors thereto from time to time.

Section 7.15    Entire Agreement. This Agreement and any certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes the entire agreement and understanding of the parties in respect of the subject matter hereof and supersedes all prior understandings, agreements or representations by or among the parties, written or oral, to the extent they relate in any way to the subject matter hereof.

Section 7.16    Legends. Certificates evidencing the Registrable Securities shall not contain any restrictive legend (i) following any sale of such securities under an effective registration statement, (ii) following any sale of such securities pursuant to Rule 144, (iii) if such securities have been held for one year, are eligible for sale under Rule 144 without volume or manner-of-sale restrictions and the Company is in compliance with the current public information required under Rule 144 or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Company’s transfer agent if required by the transfer agent to effect the removal of the legend hereunder. The Company agrees that at such time as such legend is no longer required under this Section 7.16, it will, no later than the earlier of (i) three (3) Business Days and (ii) the number of Business Days comprising the Standard Settlement Period (as defined below) following the delivery by a Holder to the transfer agent of any Registrable Securities containing a restrictive

23

legend (such date, the “Legend Removal Date”), deliver or cause to be delivered to such Holder or a designee thereof a certificate representing such securities that is free from all restrictive and other legends. Certificates for Registrable Securities subject to legend removal hereunder shall be transmitted by the transfer agent to the Holder or its designee by crediting the account of the Holder’s (or such designee’s) prime broker with the Depository Trust Company System (“DTC”) through its DRS Profile system as directed by such Holder. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Business Days, on the Company’s primary Trading Market with respect to the New Common Stock as in effect at the relevant time of determination.

Section 7.17    Termination. The obligations of the Company and of any Holder, other than those obligations contained in Section 5 and this Section 7, shall terminate (i) with respect to the Company and such Holder as soon as such Holder no longer beneficially owns any Registrable Securities and (ii) with respect to the Company and all Holders on the tenth (10th) anniversary of this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

24

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

PHI Group, Inc.
By:	/s/ Trudy P. McConnaughhay
	Name:	Trudy P. McConnaughhay
	Title:	Chief Financial Officer & Secretary

[Signature Page to Registration Rights Agreement]

SCHEDULE I

NOTICE ADDRESSES FOR HOLDERS

[PERSONALLY IDENTIFIABLE INFORMATION INTENTIONALLY OMITTED]

[Schedule I to Registration Rights Agreement]

EX-10.3

Exhibit 10.3

CREDITOR WARRANT AGREEMENT

Between

PHI GROUP, INC.,

AS ISSUER,

And

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC,

AS WARRANT AGENT

September 4, 2019

TABLE OF CONTENTS

TABLE OF CONTENTS		I
SECTION 1.	CERTAIN DEFINED TERMS	1
SECTION 2.	APPOINTMENT OF WARRANT AGENT	4
SECTION 3.	ISSUANCE OF WARRANTS; FORM, EXECUTION AND DELIVERY	4
SECTION 4.	TRANSFER OR EXCHANGE	7
SECTION 5.	DURATION AND EXERCISE OF WARRANTS	11
SECTION 6.	ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES PURCHASABLE OR NUMBER OF WARRANTS	18
SECTION 7.	CANCELLATION OF WARRANTS	22
SECTION 8.	MUTILATED OR MISSING WARRANT CERTIFICATES	22
SECTION 9.	MERGER, CONSOLIDATION, ETC.	22
SECTION 10.	RESERVATION OF SHARES; CERTAIN ACTIONS	22
SECTION 11.	NOTIFICATION OF CERTAIN EVENTS; CORPORATE ACTION	23
SECTION 12.	WARRANT AGENT	24
SECTION 13.	SEVERABILITY	29
SECTION 14.	HOLDER NOT DEEMED A STOCKHOLDER	29
SECTION 15.	NOTICES TO COMPANY AND WARRANT AGENT	30
SECTION 16.	SUPPLEMENTS AND AMENDMENTS	30
SECTION 17.	TERMINATION	31
SECTION 18.	GOVERNING LAW AND CONSENT TO FORUM	31
SECTION 19.	WAIVER OF JURY TRIAL	31
SECTION 20.	BENEFITS OF THIS AGREEMENT	32
SECTION 21.	COUNTERPARTS	32
SECTION 22.	HEADINGS	32
SECTION 23.	CONFIDENTIALITY	32

i

SECTION 24.	REPRESENTATIONS	32
SECTION 25.	NO SUSPENSION	33
EXHIBIT A-1	FORM OF FACE OF GLOBAL CREDITOR WARRANT CERTIFICATE	A-1-1
EXHIBIT A-2	FORM OF FACE OF INDIVIDUAL WARRANT CERTIFICATE	A-2-1
EXHIBIT A-3	FORM OF ELECTION TO EXERCISE WARRANT FOR WARRANT HOLDERS HOLDING DIRECT REGISTRATION WARRANTS	A-3-1
EXHIBIT B	FORM OF ASSIGNMENT	B-1
EXHIBIT C	WARRANT SUMMARY	C-1
EXHIBIT D	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC FEE SCHEDULE TO SERVE AS WARRANT AGENT FOR PHI GROUP, INC.	D-1

ii

This CREDITOR WARRANT AGREEMENT (this “Agreement”) is dated as of September 4, 2019, between PHI Group, Inc., a Delaware corporation, as issuer (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”).

W I T N E SS E T H

WHEREAS, in connection with the voluntary petition of relief filed by PHI, INC. and certain of its subsidiaries (collectively, the “Debtors”) under chapter 11 of the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”) to pursue a financial restructuring pursuant to the Third Amended Joint Plan of Reorganization (the “Plan”), which Plan was approved by the Bankruptcy Court on August 2, 2019, the Company has agreed to issue to certain unsecured creditors of the Company at the time of consummation of the restructuring contemplated by the Plan warrants which are exercisable or convertible to purchase up to 6,184,046 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), subject to adjustment as provided herein (the “Warrants”), in each case to the extent such creditor cannot establish to the Company’s reasonable satisfaction (during the time period provided under the Plan) that it is a U.S. Citizen (as defined below) within the meaning of the U.S. Aviation Laws (as defined below) and/or to the extent that the issuance of shares of Common Stock under the Plan to such creditor would constitute the issuance of Excess Shares (as defined below);

WHEREAS, the Company desires to engage the Warrant Agent to act on behalf of the Company in connection with the issuance, registration, transfer, exchange, replacement, exercise, conversion and cancellation of the Warrants;

WHEREAS, the Warrant Agent, at the request of the Company, has agreed to act as the agent of the Company in connection with the issuance, transfer, exchange, replacement, exercise and conversion of the Warrants as provided herein; and

WHEREAS, the Company desires to enter into this Agreement to set forth the terms and conditions of the Warrants and the rights of the Holders thereof.

NOW, THEREFORE, in consideration of the premises and mutual agreements herein set forth, the parties hereto agree as follows:

SECTION 1.    Certain Defined Terms. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Section.

“Agreement” has the meaning specified in the preamble hereof.

“Appropriate Officer” has the meaning specified in Section 3(c) hereof.

“Business Day” means any date other than a Saturday or a Sunday or a day on which commercial banking institutions in New York City, New York are authorized or required by law to be closed; provided, that in determining the period within which Warrant Certificates or Warrants are to be issued and delivered at a time when shares of Common Stock (or Other

1

Securities) are listed or admitted to trading on any national securities exchange or in the over-the-counter market and in determining the Market Price of any securities listed or admitted to trading on any national securities exchange or in the over-the-counter market, “Business Day” shall mean any day when the principal exchange on which such securities are then listed or admitted to trading is open for trading or, if such securities are traded in the over-the counter market in the United States, such market is open for trading.

“Cash Closing” has the meaning specified Section 6(c) hereof.

“Cashless Conversion” has the meaning specified in Section 5(c)(ii) hereof.

“Charter” means, with respect to any Person, such Person’s certificate or articles of incorporation, articles of association or similar organizational document, in each case as may be amended from time to time.

“Common Stock” has the meaning specified in the recitals hereof.

“Depository” has the meaning specified in Section 3(b) hereof.

“Direct Registration Warrant” has the meaning specified in Section 3(a) hereof.

“Effective Date” has the meaning specified in the Plan.

“Excess Shares” has the meaning specified in the Company’s Charter.

“Exchange Act” has the meaning specified in Section 5(m)(iv) hereof.

“Exercise Cap” has the meaning specified in Section 5(n)(i) hereof.

“Exercise Price” means the initial exercise price for the Warrants as set forth in Section 5(b) hereof, as it may be adjusted from time to time as provided herein.

“Expiration Date” has the meaning specified in Section 5(a) hereof.

“Ex-Date” means, when used with respect to any dividend or distribution declared in respect of the Common Stock or any Other Securities, the first date on which the Common Stock or such Other Securities trade without the right to receive such dividend or distribution.

“Funds” has the meaning specified in Section 12(o) hereof.

“Global Warrant Certificate” has the meaning specified in Section 3(b) hereof.

“Holder” means the registered holder or holders of Warrant Certificates, unless the context otherwise requires.

“Individual Warrant Certificate” has the meaning specified in Section 3(b) hereof.

2

“Market Price” means, with respect to Common Stock or any Other Security, the arithmetic average of the daily VWAP of a share or single unit of such Other Security for the twenty (20) consecutive trading days on which such security traded immediately preceding the date of measurement, or, if such security is not listed or quoted on the New York Stock Exchange, NASDAQ Stock Market or a U.S. national or regional securities exchange, the average of the reported closing bid and asked prices of such security on such dates in the over-the-counter market administered by the OTC Markets Group or in any comparable automated system of quotations of securities prices; provided, however, that if at such date of measurement there is otherwise no established trading market for such security, or such security has been listed, quoted or traded since the Effective Date for less than twenty (20) days, then “Market Price” means the value of such Common Stock or Other Security as determined reasonably and in good faith by the Board of Directors of the Company.

“Non-U.S. Citizen” has the meaning specified in the Company’s Charter.

“Other Securities” or “Other Security” means any stock (other than Common Stock) and other securities of the Company or any other Person that the Holder at any time shall be entitled to receive or shall have received, upon the exercise or conversion of the Warrants, in lieu of or in addition to Common Stock, or that at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or Other Securities.

“Person” means any individual, corporation, limited liability company, partnership, firm, joint venture, association, joint-stock company, trust or other entity.

“Plan” has the meaning specified in the recitals hereof.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Settlement Date” means the date that is the third Business Day after a Warrant Exercise Notice is delivered.

“Transaction Consideration” has the meaning specified in Section 6(c).

“U.S. Aviation Laws” has the meaning specified in the Company’s Charter.

“U.S. Citizen” has the meaning specified in the Company’s Charter.

“VWAP” means for any trading day, the price for securities (including Common Stock) determined by the daily volume weighted average price per unit of securities for such trading day on the New York Stock Exchange or NASDAQ Stock Market, as the case may be, in each case, for the regular trading session (including any extensions thereof, without regard to pre-open or after hours trading outside of such regular trading session), or if such securities are not listed or quoted on the New York Stock Exchange or NASDAQ Stock Market, as reported by the principal U.S. national or regional securities exchange on which such securities are then listed or quoted, whichever is applicable, as published by Bloomberg at 4:15 P.M., New York City time (or 15 minutes following the end of any extension of the regular trading session), on such trading day.

3

“Warrant Agent” has the meaning specified in the preamble hereof and any successor Warrant Agent hereunder.

“Warrant Agent Office” has the meaning specified in Section 4(g)(iv) hereof.

“Warrant Certificate” has the meaning specified in Section 3(b) hereof.

“Warrant Exercise Notice” has the meaning specified in Section 5(c)(i) hereof.

“Warrant Register” has the meaning specified in Section 3(d) hereof.

“Warrant Shares” has the meaning specified in Section 3(a) hereof.

“Warrant Spread” has the meaning specified Section 6(c) hereof.

“Warrant Statement” has the meaning specified in Section 3(b) hereof.

“Warrants” has the meaning specified in the recitals hereof.

SECTION 2.    Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the express terms and conditions set forth in this Agreement (and no implied terms and conditions), and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and conditions set forth in this Agreement.

SECTION 3.    Issuance of Warrants; Form, Execution and Delivery.

(a)    Issuance of Warrants. On the Effective Date or a date that is as soon as reasonably practicable after the Effective Date, the Warrants will be issued by the Company in the amounts and to the recipients specified in or determinable under the Plan. In accordance with Section 4 hereof and the Plan, the Company will cause to be issued to the Depository one or more Global Warrant Certificates evidencing the Warrants to the extent such Warrants are not evidenced by Individual Warrant Certificates or by book-entry registration on the books and records of the Warrant Agent (“Direct Registration Warrants”). In accordance with Section 4 hereof and the Plan, the Company will cause to be issued to the applicable registered Holders, one or more Individual Warrant Certificates evidencing such Warrants or Direct Registration Warrants. Each Direct Registration Warrant and each Warrant evidenced by a Global Warrant Certificate or Individual Warrant Certificate shall entitle the Holder, upon proper exercise and payment or conversion of such Warrant, to receive from the Company, as adjusted as provided herein and subject to the U.S. Aviation Laws limitations on ownership of Warrant Shares by Non-U.S. Citizens set forth in Section 5(m) and Section 5(n) hereof, if applicable, one share of Common Stock. The shares of Common Stock (as provided pursuant to Section 6 hereof) and/or Other Securities deliverable upon proper exercise or conversion of the Warrants are referred to herein as “Warrant Shares”. The Company shall promptly notify the Warrant Agent in writing upon the occurrence of the Effective Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Warrant Agent, the Warrant Agent may presume conclusively for all purposes that the Effective Date has not occurred.

4

(b)    Form of Warrant. Subject to Section 4 of this Agreement, each of the Warrants shall be issued (i) in the form of one or more global certificates (the “Global Warrant Certificates”) in substantially the form of Exhibit A-1 attached, hereto, with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B attached hereto, (ii) in certificated form in the form of one or more individual certificates (the “Individual Warrant Certificates”) in substantially the form of Exhibit A-2 attached hereto, with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B-2 attached hereto, and/or (iii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided, that any Individual Warrant Certificates or Direct Registration Warrants that are not subject to any vesting requirements or transfer restrictions under applicable securities laws may be exchanged at any time for Global Warrant Certificates representing a corresponding number of Warrants, in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements representing Warrants shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C attached hereto. The Global Warrant Certificates and Individual Warrant Certificates (collectively, the “Warrant Certificates”) and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determined, consistently herewith and reasonably acceptable to the Warrant Agent and provided, in each case, that they do not affect the rights, duties, obligations, responsibilities, liabilities or indemnities of the Warrant Agent, by (i) in the case of Warrant Certificates, the Appropriate Officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificates and (ii) in the case of Warrant Statements, any Appropriate Officer. The Global Warrant Certificates shall be deposited on or after the date hereof with the Warrant Agent and registered in the name of Cede & Co. or any successor thereof, as the Depository’s nominee. Each Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

(c)    Execution of Warrants. Warrant Certificates shall be signed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its Chief Financial Officer, its Treasurer or any Executive Vice President of the Company (each, an “Appropriate Officer”), and by the Secretary or any Assistant Secretary of the Company. Each such signature upon the Warrant Certificates may be in the form of a facsimile or electronic signature of any such Appropriate Officer, Secretary or Assistant Secretary and may be imprinted or otherwise reproduced on the Warrant Certificates and for that purpose the Company may adopt and use the facsimile or electronic signature of any Appropriate Officer, the Secretary or any Assistant Secretary who shall have been serving as an Appropriate Officer, the Secretary, or an Assistant Secretary at the time of entering into this Agreement or issuing such Warrant Certificate. If any Appropriate Officer, the Secretary or any Assistant Secretary who shall have signed any of the

5

Warrant Certificates shall cease to be such Appropriate Officer, the Secretary or an Assistant Secretary before the Warrant Certificates so signed shall have been countersigned by the Warrant Agent or disposed of by the Company, such Warrant Certificates nevertheless may be countersigned and delivered or disposed of as though such Appropriate Officer, Secretary or Assistant Secretary had not ceased to be such Appropriate Officer, Secretary or Assistant Secretary, and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper Appropriate Officer, Secretary or Assistant Secretary, although at the date of the execution of this Agreement any such person was not such Appropriate Officer, Secretary or Assistant Secretary. Warrant Certificates shall be dated the date of countersignature by the Warrant Agent and shall represent one or more whole Warrants.

(d)    Countersignature. Upon receipt of a written order of the Company signed by an Appropriate Officer instructing the Warrant Agent to countersign and accompanied by Warrant Certificates duly executed on behalf of the Company, the Warrant Agent, on behalf of the Company, shall countersign one or more Warrant Certificates evidencing the Warrants and shall deliver such Warrant Certificates to or upon such written order of the Company. Such written order of the Company shall specifically state the number of Warrants that are to be represented by such Warrant Certificate and the Warrant Agent may rely conclusively on such order. Each Warrant shall be, and shall remain, subject to the provisions of this Agreement until such time as all of the Warrants evidenced thereby shall have been duly exercised or converted or shall have expired or been canceled in accordance with the terms hereof. Each Holder shall be bound by all of the terms and provisions of this Agreement (a copy of which is available on request to the Secretary of the Company) and any amendments thereto as fully and effectively as if such Holder had signed the same. No Warrant Certificate shall be valid for any purpose, and no Warrant evidenced thereby shall be exercisable or convertible, until such Warrant Certificate has been countersigned by the manual, facsimile or electronic signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that such Warrant Certificate so countersigned has been duly issued hereunder. The Warrant Agent shall keep, at an office designated for such purpose, books (the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, it shall register any Warrant Certificates or Direct Registration Warrants and exchanges and transfers of outstanding Warrants in accordance with the procedures set forth in Section 4 of this Agreement, all in form satisfactory to the Company and the Warrant Agent. The Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the Holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made. Prior to due presentment for registration of transfer or exchange of any Warrant in accordance with the procedures set forth in this Agreement, the Warrant Agent and the Company may deem and treat the person in whose name any Warrant is registered as the absolute owner of such Warrant (notwithstanding any notation of ownership or other writing made in a Warrant Certificate by anyone), for the purpose of any exercise or conversion thereof, any distribution to the Holder thereof and for all other purposes.

6

SECTION 4.    Transfer or Exchange.

(a)    Transfer and Exchange of Global Warrant Certificates or Beneficial Interests Therein. The transfer and exchange of Global Warrant Certificates or beneficial interests therein shall be effected through the Depository, in accordance with the terms of this Agreement and the Warrant Certificates and the procedures of the Depository.

(b)    Exchange of a Beneficial Interest in a Global Warrant Certificate for an Individual Warrant Certificate or Direct Registration Warrant.

(i)    Any Holder of a beneficial interest represented by a Global Warrant Certificate may, upon request, exchange such beneficial interest for a Direct Registration Warrant or a Warrant represented by an Individual Warrant Certificate. A transferor of a beneficial interest represented by a Global Warrant Certificate (or the Depository or its nominee on behalf of such transferor) shall, but only to the extent required by the procedures of the Depository in connection with such transfer or exchange, deliver to the Warrant Agent (I) written instructions or such other form of instructions as is customary for the Depository on behalf of any Person having a beneficial interest in a Global Warrant Certificate, and all other reasonably necessary information, and (II) an instruction of transfer in form reasonably satisfactory to the Warrant Agent which, with respect to a transfer of a Global Warrant only, shall be duly authorized in writing and duly executed by the Holder thereof or by such Holder’s attorney. Upon satisfaction of the conditions in this Clause (i) of Section 4(b), the Warrant Agent shall cause, in accordance with the standing instructions and procedures existing between the Depository and the Warrant Agent, the number of Warrants represented by the Global Warrant Certificate to be reduced by the number of Warrants to be represented by an Individual Warrant Certificate or Direct Registration Warrant, as the case may be, to be issued in exchange for the beneficial interest of such Person in the Global Warrant Certificate and, following such reduction, (A) in the case of an exchange for an Individual Warrant Certificate (x) the Company shall issue and the Warrant Agent shall either manually or by facsimile countersign an Individual Warrant Certificate representing the appropriate number of Warrants and (y) the Warrant Agent shall deliver such Individual Warrant Certificate to the registered Holder thereof, or (B) in the case of an exchange for a Direct Registration Warrant, the Warrant Agent shall register such Direct Registration Warrants in accordance with such written instructions from the Depository and deliver to such holder a Warrant Statement.

(ii)    Warrants represented by an Individual Warrant Certificate issued in exchange for a beneficial interest in a Global Warrant Certificate pursuant to this Section 4(b) shall be issued in such names as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Warrant Agent. The Warrant Agent shall deliver Individual Warrant Certificates evidencing such issuance to the Persons in whose names such Individual Warrant Certificates are so issued. Direct Registration Warrants issued in exchange for a beneficial interest in a Global Warrant Certificate pursuant to this Section 4(b) shall be registered in such names as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Warrant Agent.

7

(c)    Transfer and Exchange of Individual Warrant Certificates or Direct Registration Warrants. When the registered Holder of an Individual Warrant Certificate or Direct Registration Warrant has presented to the Warrant Agent a written request:

(i)    to register the transfer of any Individual Warrant Certificate or Direct Registration Warrant; or

(ii)    to exchange any Individual Warrant Certificate or Direct Registration Warrant for a Direct Registration Warrant or an Individual Warrant Certificate, respectively, representing an equal number of Warrants of authorized denominations, the Warrant Agent shall register the transfer or make the exchange as requested if (x) its customary requirements for such transactions are met and (y) such transfer or exchange otherwise satisfies the provisions of this Agreement; provided, however, that the Warrant Agent has received a written instruction of transfer or exchange, as applicable, in form reasonably satisfactory to the Warrant Agent, properly completed and duly executed by the Holder thereof or by his attorney, duly authorized in writing and a written order of the Company signed by an Appropriate Officer authorizing such exchange. A party requesting transfer of Warrants must provide any evidence of authority that may be reasonably required by the Warrant Agent.

(d)    Restrictions on Transfer and Exchange of Individual Warrant Certificates or Direct Registration Warrants for a Beneficial Interest in a Global Warrant Certificate. Neither an Individual Warrant Certificate nor a Direct Registration Warrant may be exchanged for a beneficial interest in a Global Warrant Certificate pursuant to this Agreement except upon satisfaction of the requirements set forth below. Upon receipt by the Warrant Agent of appropriate instruments of transfer with respect to an Individual Warrant Certificate or Direct Registration Warrant, in form reasonably satisfactory to the Warrant Agent, together with written instructions directing the Warrant Agent to make, or to direct the Depository to make, an endorsement on the applicable Global Warrant Certificate to reflect an increase in the number of Warrants represented by such Global Warrant Certificate equal to the number of Warrants represented by such Individual Warrant Certificate or Direct Registration Warrant, and all other necessary information, then the Warrant Agent shall cancel such Individual Warrant Certificate or Direct Registration Warrant on the Warrant Register and cause, or direct the Depository to cause, in accordance with the standing instructions and procedures existing between the Depository and the Warrant Agent, the number of Warrants represented by such Global Warrant Certificate to be increased accordingly. If no Global Warrant Certificates are then outstanding, the Company shall issue and the Warrant Agent shall either manually or by facsimile countersign a new Global Warrant Certificate representing the appropriate number of Warrants. Any such transfer shall be subject to the Company’s prior written approval.

(e)    Restrictions on Transfer and Exchange of Global Warrant Certificates. Notwithstanding any other provisions of this Agreement (other than the provision set forth in Section 4(f)), a Global Warrant Certificate may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.

8

(f)    Cancellation of Warrant Certificate.

(i)    At such time as all beneficial interests in Warrant Certificates and Direct Registration Warrants have been exchanged for Common Stock in accordance herewith, redeemed, repurchased or cancelled, all Warrant Certificates shall be returned to, or cancelled and retained pursuant to applicable law by, the Warrant Agent, upon written instructions from the Company reasonably satisfactory to the Warrant Agent.

(ii)    If at any time:

(A)    the Depository for the Global Warrant Certificates notifies the Company that the Depository is unwilling or unable to continue as Depository for the Global Warrant Certificates and a successor Depository for the Global Warrant Certificates is not appointed by the Company within 90 days after delivery of such notice; or

(B)    the Company, in its sole discretion, notifies the Warrant Agent in writing that it elects to exclusively cause the issuance of Individual Warrant Certificate and Direct Registration Warrants under this Agreement;

then the Warrant Agent, upon written instructions signed by an Appropriate Officer of the Company, shall register Individual Warrants Certificates and Direct Registration Warrants, in an aggregate number equal to the number of Warrants represented by the Global Warrant Certificates, in exchange for such Global Warrant Certificates.

(g)    Obligations with Respect to Transfers and Exchanges of Warrants.

(i)    To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, either by manual or facsimile signature, in accordance with the provisions of this Section 4, Warrant Certificates, as required pursuant to the provisions of this Section 4.

(ii)    All Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange.

(iii)    So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (a) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests.

(iv)    The Warrant Agent shall register the transfer of any outstanding Warrants in the Warrant Register at the Warrant Agent Office designated for such purpose (the “Warrant

9

Agent Office”) upon (a) receipt of all information required to be delivered hereunder, (b) if applicable, surrender of duly endorsed Warrant Certificates representing such Warrants, and (c) receipt of a completed form of assignment duly authorized in writing substantially in the form attached as Exhibit B hereto, as the case may be, duly signed by the Holder thereof or by the duly appointed legal representative thereof or by such Holder’s attorney, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level reasonably acceptable to the Warrant Agent. Upon any such registration of transfer, a new Warrant Certificate or Warrant Statement, as the case may be, shall be issued to the transferee.

(v)    The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of Common Stock.

(h)    Definitive Warrants.

(i)    Beneficial interests represented by a Global Warrant Certificate deposited with the Depositary or with the Warrant Agent pursuant to Section 3(b) shall be transferred to each beneficial owner thereof in the form of Warrant Certificates in a definitive form that is not deposited with the Depositary or with the Warrant Agent as custodian for the Depositary (“Definitive Warrants”) evidencing a number of Warrants equivalent to such owner’s beneficial interest in such Global Warrant Certificate, in exchange for such Global Warrant Certificate, only if such transfer complies with Section 4(a) and (i) the Depositary notifies the Company in writing that it is unwilling or unable to continue as Depositary for such beneficial interests represented by such Global Warrant Certificate or if at any time the Depositary ceases to be a “clearing agency” registered under the Securities Exchange Act, and, in each such case, a successor Depositary is not appointed by the Company within 90 days of such notice, (ii) the Company, in its sole discretion, notifies the Warrant Agent in writing that it elects to cause the issuance of Definitive Warrants under this Agreement, or (iii) upon the request of any Holder, if the Company shall be adjudged bankrupt or insolvent or makes an assignment for the benefit of its creditors or institutes proceedings to be adjudicated a bankrupt or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under federal bankruptcy laws or any other similar applicable federal or state law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if a public officer shall have taken charge or control of the Company or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation.

(ii)    Any beneficial interests represented by a Global Warrant Certificate that are transferable to the beneficial owners thereof in the form of Definitive Warrants pursuant to this Section 4(h) shall be surrendered by the Depositary to the Warrant Agent, to be so transferred, in whole or from time to time in part, without charge, and the Warrant Agent shall if directed by an Officer of the Company countersign, by either manual or facsimile signature, and deliver to each beneficial owner in the name of such beneficial owner, upon such transfer of each portion of such beneficial interests represented by a Global Warrant Certificate, Definitive Warrants evidencing a number of Warrants equivalent to such beneficial owner’s beneficial

10

interest in the Global Warrant Certificate. The Warrant Agent shall register such transfer in the Registry, and upon such transfer the surrendered Global Warrant Certificate shall be cancelled by the Warrant Agent.

(iii)    All Definitive Warrants issued upon registration of transfer pursuant to this Section 4(h) shall be the valid obligations of the Company, evidencing the same obligations of the Company and entitled to the same benefits under this Agreement and the Global Warrant Certificate surrendered for registration of such transfer.

(iv)    Subject to the provisions of Section 4(h)(ii), the registered Holder of a Global Warrant Certificate may grant proxies and otherwise authorize any Person to take any action that such Holder is entitled to take under this Agreement or the Warrants.

(v)    In the event of the occurrence of any of the events specified in Section 4(h)(i), the Company will promptly make available to the Warrant Agent a reasonable supply of Definitive Warrants necessary to comply with this Agreement in definitive, fully registered form.

(vi)    Neither the Company nor the Warrant Agent shall be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary.

SECTION 5.    Duration and Exercise of Warrants.

(a)    Expiration Date. The Warrants may be exercised only during the period commencing on the Effective Date and expiring on the twenty-fifth (25th) anniversary of the date that the Warrants are issued (the “Expiration Date”). After 5:00 p.m. New York City time on the Expiration Date, the Warrants will become void and without further legal effect, and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time.

(b)    Exercise Price. On and after the Effective Date, the Exercise Price for the Warrants shall be $0.001 per share (equal to the par value $0.001 per share of Common Stock) (subject to adjustment as provided herein).

(c)    Manner of Exercise.

(i)    Cash Payment. Subject to the provisions of this Agreement, including the U.S. Aviation Laws limitations on ownership of Warrant Shares by Non-U.S. Citizens set forth in Section 5(m) hereof and the adjustments contained in Section 6 hereof, each Warrant shall entitle the Holder thereof to purchase from the Company one fully paid and nonassessable share of Common Stock at the Exercise Price. All or any of the Warrants represented by a Warrant Certificate or in the form of Direct Registration Warrants may be exercised by the registered Holder thereof during normal business hours on any Business Day, by delivering (A) written notice of such election (“Warrant Exercise Notice”) to exercise Warrants to the Company (at the address set forth in Section 15) and the Warrant Agent at the Warrant Agent Office, no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall be (i) substantially in the “Form of Election” set forth in Exhibit A-1, in the case of Warrants represented by a Global Warrant Certificate, (ii) substantially in the “Form of Election” set forth

11

in Exhibit A-2, in the case of Warrants represented by Individual Warrant Certificates and (iii) substantially in the form set forth in Exhibit A-3, in the case of Direct Registration Warrants; and (B) by no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date, such Warrants to the Warrant Agent (by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate). Such Warrant Certificate (if such Warrant is represented by a certificate) and the documents referred to in clauses (A) and (B) of the immediately preceding sentence shall be accompanied by payment in full in respect of each Warrant that is exercised, which shall be made by delivery of a certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer to an account specified in writing by the Company or the Warrant Agent in immediately available funds. Such payment shall be in an amount equal to the product of the number of shares of Common Stock designated in such Warrant Exercise Notice multiplied by the Exercise Price for the Warrants being exercised, in each case as adjusted herein. Upon such surrender and payment, such Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares as set forth in Section 5(d) and Section 5(h).

(ii)    Cashless Conversion. Subject to the provisions of this Agreement, the Holder shall have the right, in lieu of paying the Exercise Price of Warrants in cash, to instruct the Company in writing to reduce the number of shares of Common Stock issuable pursuant to the conversion of such Warrants (the “Cashless Conversion”) in accordance with the following formula:

X = Y(A – B) ÷ A

where:

X =    the number of Warrant Shares to be issued to the Holder upon conversion of the Warrants;

Y =     the total number of Warrant Shares for which the Holder has elected to exercise the applicable Warrants;

A =     the Market Price of one Warrant Share determined as of the Business Day immediately preceding the day the Warrant Exercise Notice is delivered to the Warrant Agent; and

B =    the exercise price which would otherwise be payable in cash for one Warrant Share determined as of the Business Day immediately preceding the day the Warrant Exercise Notice is delivered to the Warrant Agent.

If the Exercise Price of the aggregate number of Warrants being converted exceeds the Market Price at the time of such conversion of the aggregate number of Warrant Shares issuable upon such conversion, then no Warrant Shares will be issuable via the Cashless Conversion. The Holder shall effect a Cashless Conversion by indicating on a duly executed Warrant Exercise Notice that the Holder wishes to effect a Cashless Conversion. Upon receipt of such election to effect a Cashless Conversion, the Warrant Agent will promptly request the

12

Company to confirm the number of Warrant Shares issuable in connection with the Cashless Conversion. The Company shall calculate and transmit to the Warrant Agent in a written notice the number of Warrant Shares issuable in connection with any Cashless Conversion.

(d)    The number of Warrant Shares to be issued on such exercise or conversion will be determined by the Company (with written notice thereof to the Warrant Agent) in accordance with Section 5(c). For the avoidance of doubt, the number of Warrant Shares determined pursuant to Section 5(c) shall, if not a whole number, be rounded up to the nearest whole number; and the number of Warrant Shares to be reduced from issuance as determined pursuant to Section 5(c)(ii) shall, if not a whole number, be rounded down to the nearest whole number. The Warrant Agent shall have no duty or obligation to investigate or confirm whether the Company’s determination of the number of Warrant Shares to be issued on such exercise or conversion is accurate or correct, nor shall the Warrant Agent have any duty or obligation to take any action with regard to such warrant exercise or conversion prior to being notified by the Company of the relevant number of Warrant Shares to be issued.

(e)    Except as otherwise provided herein, any exercise or conversion of a Warrant pursuant to the terms of this Agreement shall be irrevocable and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with its terms.

(f)    Upon receipt of a Warrant Exercise Notice pursuant to Section 5(c), the Warrant Agent shall:

(i)    examine all Warrant Exercise Notices and all other documents delivered to it by or on behalf of Holders as contemplated hereunder to ascertain whether, on their face, such Warrant Exercise Notices and any such other documents have been executed and completed in accordance with their terms;

(ii)    endeavor to inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between the Warrant Exercise Notices received and delivery of Warrants to the Warrant Agent’s account;

(iii)    advise the Company, no later than five Business Days after receipt of a Warrant Exercise Notice, of (a) the receipt of such Warrant Exercise Notice and, subject to Company’s approval, the number of Warrants to be exercised or converted in accordance with the terms of this Agreement, (b) the instructions with respect to delivery of the shares of Common Stock deliverable upon such exercise or conversion, subject to the timely receipt from the Depository of the necessary information, and (c) such other information as the Company shall reasonably require;

(iv)    liaise with the Depository and effect such delivery to the relevant accounts at the Depository in accordance with its requirements, if requested by the Company with the delivery of the Common Stock and all other necessary information by or on behalf of the Company for delivery to the Depository; and

(v)    notify the Company each month of the amount of any funds received by the Warrant Agent for payment of the aggregate Exercise Price in a given month and, at the Company’s option and upon the Company’s written notice to the Warrant Agent, either apply

13

such funds against any fees incurred by Warrant Agent under this Agreement or forward all such funds by the fifth (5th) Business Day of the following month by wire transfer to an account designated by the Company, provided that the Company shall pay Warrant Agent wire transfer fees for each such wire pursuant to the fee schedule attached hereto.

(g)    All questions as to the validity, form and sufficiency (including time of receipt) of a Warrant exercise or conversion shall be determined by the Company in its reasonable discretion in good faith. The Company reserves the right to reject any and all Warrant Exercise Notices that it reasonably determines are not in proper form or for which any corresponding agreement by the Company to exchange would, in the reasonable opinion of the Company, be unlawful as determined in good faith. Such determination by the Company shall be final and binding on the Holders absent manifest error. Moreover, the Company reserves the absolute right to waive any of the conditions to the exercise or conversion of Warrants or defects in Warrant Exercise Notices with regard to any particular exercise or conversion of Warrants. Neither the Company nor the Warrant Agent shall be under any duty to give notice to the Holders of any irregularities in any exercise or conversion of Warrants, nor shall they incur any liability for the failure to give such notice.

(h)    As soon as reasonably practicable after the exercise or conversion of any Warrant (and in any event not later than 10 Business Days thereafter), the Company shall issue, or otherwise deliver, in authorized denominations to or upon the order of the Holder, either: (A) if such Holder holds the Warrants being exercised or converted through the Depository’s book-entry transfer facilities, by same-day or next-day credit to the Depository for the account of such Holder or for the account of a participant in the Depository the number of Warrant Shares to which such Holder is entitled, in each case registered in such name and delivered to such account as directed in the Warrant Exercise Notice by such Holder or by the direct participant in the Depository through which such Holder is acting; (B) if such Holder holds the Warrants being exercised or converted in the form of Individual Warrant Certificates, a book-entry interest in the number of Warrant Shares to which such Holder is entitled on the books of the Company’s transfer agent or, at the Company’s option, by delivery to the address designated by such Holder in its Warrant Exercise Notice of a physical certificate or certificates representing the number of Warrant Shares to which such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such Holder; or (C) if such Holder holds the Warrants being exercised or converted in the form of Direct Registration Warrants, a book-entry interest in the number of Warrant Shares to which such Holder is entitled on the books and records of the Company’s transfer agent. Such Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the close of business on the date of the delivery thereof.

If fewer than all of the Warrants evidenced by a Global Warrant Certificate surrendered upon the exercise or conversion of Warrants are exercised or converted at any time prior to the Expiration Date, the Warrant Agent shall cause a notation to be made to the records maintained by the Depository. The Person in whose name any certificate or certificates, or any Warrant Exercise Notice, for the Warrant Shares are to be issued (or such Warrant Shares are to be registered, in the case of a book-entry transfer) upon exercise or conversion of a Warrant shall be deemed to have become the holder of record of such Warrant Shares on the date such Warrant Exercise Notice is delivered.

14

(i)    Notwithstanding any adjustment pursuant to Section 6 in the number of Warrant Shares purchasable upon the exercise or conversion of a Warrant, the Company shall not be required to issue Warrants to purchase fractions of Warrant Shares, or to issue fractions of Warrant Shares upon exercise or conversion of the Warrants, or to distribute certificates which evidence fractional Warrant Shares. Subject to Section 5(d), in the event of an adjustment that results in a Warrant becoming exercisable or convertible for fractional Warrant Shares, the number of Warrant Shares subject to such Warrant shall be adjusted upward or downward to the nearest whole number of Warrant Shares or Other Securities (with one half or less rounded down). All Warrants held by a Holder shall be aggregated for purposes of determining any such adjustment.

(j)    If all of the Warrants evidenced by a Warrant Certificate have been exercised or converted, such Warrant Certificate shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificate shall then be disposed of by or at the direction of the Company in accordance with applicable law. The Warrant Agent shall confirm such information to the Company in writing as promptly as practicable.

(k)    The Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect to, the issuance or delivery of Warrant Shares upon exercise or conversion of Warrants (including any conversion under Section 5(n) below).

(l)    The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder for a period beginning on the date of this Agreement and ending no earlier than the first anniversary of the Expiration Date.

(m)    U.S. Aviation Laws Limitations on Warrant Exercise. Notwithstanding any of the other provisions of this Agreement, in order to facilitate the Company’s compliance with the U.S. Aviation Laws concerning the ownership of the Common Stock by Non-U.S. Citizens with regard to its continuing ability to own aircraft registered in the United States and to comply with obligations of the Company under contracts that it may enter into from time to time with the United States Government:

(i)    At the time of any proposed exercise or conversion of any Warrant, its Holder shall advise the Company whether or not it (or, if not the Holder, the Person that the Holder has designated to receive the Warrant Shares issuable upon exercise or conversion of such Warrant) is a U.S. Citizen. The Company may require a Holder (or, if not the Holder, the Person that the Holder has designated to receive the Warrant Shares issuable upon exercise or conversion of such Warrant) to provide it with such documents and other information as it may request as reasonable proof confirming that the Holder (or, if not the Holder, the Person that the Holder has designated to receive the Warrant Shares issuable upon exercise or conversion of such Warrant) is a U.S. Citizen.

(ii)    Any Holder that cannot establish to the Company’s reasonable satisfaction that it (or, if not the Holder, the Person that the Holder has designated to receive the Warrant Shares issuable upon exercise or conversion of any Warrant) is a U.S. Citizen may not exercise or convert any Warrant to the extent the Warrant Shares deliverable upon exercise or conversion

15

of such Warrant would constitute Excess Shares if they were issued, which shall be determined by the Company in its sole discretion at the time of any proposed exercise or conversion of such Warrant. In such event, the Company shall advise the Holder that its Warrant Exercise Notice will be processed at such time as the Warrant Shares deliverable upon exercise or conversion of such Warrant would not constitute Excess Shares if they were issued, which shall be determined by the Company in its sole discretion. Subject to Section 5(n) herein, any Warrant Exercise Notice which is delayed for processing because of U.S. Aviation Laws limitations and which subsequently becomes eligible for processing will be processed in the order that it is received by the Warrant Agent, provided that such Warrant Exercise Notice has been submitted in proper form and in full compliance with this Agreement, and the Holder of all Warrants pending exercise shall be deemed to continue to be the owner of such Warrants.

(iii)    Any sale, transfer or other disposition of any Warrant by any Holder that is a Non-U.S. Citizen to a Person who is a U.S. Citizen must be a complete transfer of such Holder’s interests in such Warrant and the Warrant Shares issuable upon its exercise or conversion to such Person with the transferor retaining no ownership of the Warrant or underlying Warrant Shares nor any ability to direct or control such Person. The foregoing restriction shall also apply to any Person that the Holder has designated to receive the Warrant Shares issuable upon exercise or conversion of any Warrant.

(iv)    If at any time the Company either ceases to be a reporting company under the Securities and Exchange Act of 1934 or the rules thereunder (the “Exchange Act”), or fails to timely file any amendments to its Charter as required by the Exchange Act, the Company shall provide the Warrant Agent with the then current copy of the Company’s Charter or (at the Company’s option) an excerpt from the Company’s Charter containing then current version of Section 4 of Article FOURTH entailing ownership and restrictions on ownership and upon the request of any Holder the Warrant Agent shall provide such copy or excerpt to such Holder; provided, that, in each case, the Company and/or the Warrant Agent shall be obligated to provide such copy or excerpt only (A) following amendments to such article and (B) to the extent such copy or excerpt is not (or will not be) publicly filed or otherwise made available in a format such that Holders can rely on the publicly available copy as the then most current copy or excerpt.

(v)    Notwithstanding anything herein to the contrary, in the event the U.S. Aviation Laws are repealed or amended so that the ownership of the Common Stock by Non-U.S. Citizens is no longer restricted in any way, the provisions of this Section 5(m) shall no longer apply to any Holder or Warrant.

(n)    Automatic Exercise of Warrants held by Non-U.S. Citizens. The Company shall review its books and records and third party publicly available information, including the records of the Warrant Agent, at least semi-annually to determine whether, in its sole discretion, some or all of the outstanding Warrants held by Non-U.S. Citizens may be converted into shares of Common Stock without exceeding the Exercise Cap (as defined below) or resulting in Excess Shares.

(i)    If, after making such review, the Company determines, in its sole discretion, that conversion of some or all of the outstanding Warrants held by Non-U.S. Citizens that are exercisable at the time of such review, will not result in (and would not reasonably be

16

expected to result in) ownership by Non-U.S. Citizens in the aggregate in excess of twenty-two percent (22%) of the outstanding Common Stock after giving effect to such conversion (the “Exercise Cap”), the Company shall effect the automatic conversion of (and the Holder shall be deemed to have elected under Section 5(c)(ii) to convert) such amount of outstanding Warrants held by Non-U.S. Citizens which have previously been submitted for exercise through a Warrant Exercise Notice (without any further action required by any such Non-U.S. Citizen after its prior submission of a Warrant Exercise Notice) into the total number of shares of Common Stock that the Company has so determined, in its sole discretion, may be issued at such time without causing the Exercise Cap to be exceeded or Excess Shares to be issued; provided, however, that any such conversion shall be subject to the terms herein, including without limitation the restrictions on the issuance of fractional Warrant Shares. Warrants shall be selected for conversion on a pro rata basis to be calculated based solely on the number of Warrants submitted for exercise prior to such semi-annual determination less any Warrants the conversion of which would result in the issuance of Excess Shares. Any such conversion shall be effected in a manner substantially the same as a Cashless Conversion hereunder. Following such conversion, the number of shares issuable pursuant to Warrants held by each such Holder shall be reduced automatically by the number of shares of Common Stock actually issued to each such Holder pursuant to such conversion (or applied as part of the Cashless Conversion), and such Warrants so converted shall no longer be deemed outstanding.

(ii)    In the event of any conversion pursuant to this Section 5(n), the Company shall as promptly as practicable cause to be filed with the Warrant Agent and mailed to each Holder of Warrants subject to such conversion a notice specifying: (A) the date of such conversion; (B) the number of such Holder’s Warrants converted and the number of shares of Common Stock to be issued to such Holder in respect of such Warrants; and (C) the place or places where any Warrant Certificates for such Warrants are to be surrendered and any other applicable procedures required by the Depository and the Warrant Agent to effect such conversion. The Warrant Agent shall be fully protected and authorized in relying upon such notice and shall not be liable for any action taken, suffered or omitted by it in accordance therewith.

(iii)    Notwithstanding anything herein to the contrary, all shares of Common Stock issued pursuant to this Section 5(n) shall in all events be subject to all of the restrictions and remedies set forth in Article XI of the Company’s Charter, including, without limitation, those provisions that would become operable by virtue of an inadvertent issuance of Excess Shares upon the exercise of Warrants pursuant to this Section 5(n), regardless of any determination made by the Company under Section 5(n)(i); provided, that, in the event the U.S. Aviation Laws are repealed or amended so that the ownership of the Common Stock by Non-U.S. Citizens is no longer restricted in any way, the provisions of this Section 5(n) shall no longer apply to any Holder or Warrant.

(o)    Cost Basis Information.

(i)    In the event of a cash exercise of Warrants, the Company hereby instructs the Warrant Agent to record cost basis for newly issued shares as reasonably determined by the Company prior to processing.

17

(ii)    In the event of a Cashless Conversion of Warrants, the Company shall provide the cost basis for shares issued pursuant to such Cashless Conversion at the time the Company confirms the number of Warrant Shares issuable in connection with such Cashless Conversion to the Warrant Agent pursuant to Section 5(d) hereof.

(p)    On the Expiration Date, prior to the termination of this Agreement, each Warrant shall be deemed to be exercised in full by the Holder (without delivery of a Warrant Exercise Notice or any action by the Holder) to the extent that the Warrant Shares deliverable upon and at the time of such exercise will not, as determined by the Company, constitute Excess Shares upon issuance; provided, however, that if such exercise would, as determined by the Company, result in Excess Shares (as defined in the Company’s Charter), then in lieu of issuing Common Stock that would otherwise be Excess Shares, the Company shall pay to the Holder the consideration that would be payable pursuant to the Company’s Charter if such Excess Shares were issued to the Holder, and then immediately redeemed, on the Expiration Date. Warrants held by Non-U.S. Citizens shall be selected for conversion into Common Stock on a pro rata basis.

SECTION 6.    Adjustment of Exercise Price and Number of Shares Purchasable or Number of Warrants.

(a)    Stock Dividends, Subdivisions and Combinations of Shares. If after the date hereof the number of outstanding shares of Common Stock is increased by a share dividend or share distribution to all holders of Common Stock, in each case payable in shares of Common Stock, or by a subdivision, combination or other reclassification of shares of Common Stock, then, in any such event, the number of shares of Common Stock issuable for each Warrant will be adjusted as follows (and any other appropriate actions shall be taken by the Company): Warrant Shares issuable pursuant to a valid exercise or conversion of Warrants immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Company) so that each Holder shall be entitled to receive upon the exercise or conversion of its Warrant the number of Warrant Shares that such Holder would have owned or would have been entitled to receive upon or by reason of such event had such Warrant had been exercised or converted immediately prior to the occurrence of such event. Any adjustment made pursuant to this Section 6(a) shall become effective retroactively (i) in the case of any such dividend or distribution, to the date immediately following the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution or (ii) in the case of any such subdivision, combination or reclassification, to the close of business on the date on which such corporate action becomes effective. A distribution to holders of the Common Stock of rights expiring less than thirty (30) calendar days after the issuance thereof entitling holders to purchase shares of Common Stock at a price per share less than the Market Price as of the record date fixed for the determination of holders of Common Stock entitled to receive such rights shall be deemed a dividend of a number of shares of Common Stock equal to the product of (i) the number of shares of Common Stock actually issued in such distribution (or actually issued under any issued rights that are convertible into or exercisable for the Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid to exercise such rights divided by (y) the Market Price on such record date, and the amount of Common Stock issuable for each Warrant will be adjusted in accordance with the foregoing sentence. For purposes of this Section 6(a), if the rights constitute securities convertible into or exercisable for Common Stock, in determining the price payable for

18

Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion. In the event of any adjustment to any Warrant pursuant to this Section 6(a), the Exercise Price for such Warrant shall be appropriately adjusted such that it shall in all cases be equal to the aggregate par value of all Warrant Shares then issuable upon exercise or conversion of such Warrant.

(b)    Distributions. If after the date hereof the Company shall distribute to all holders of its shares of Common Stock any cash, evidences of its indebtedness, securities or assets or rights to subscribe for shares of Common Stock expiring at least thirty (30) calendar days after the issuance thereof (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and shares of Common Stock are not changed or exchanged, but excluding any dividend or other distribution payable in shares of Common Stock for which adjustment is made under Section 6(a)), then in each such case the Warrant Shares issuable upon exercise or conversion of each Warrant outstanding immediately following the close of business on the record date for such distribution shall be increased to an amount determined by multiplying the number of Warrant Shares issuable immediately prior to such record date by a fraction, the numerator of which is the Market Price of a share of Common Stock on the trading day immediately prior to the Ex-Date and the denominator of which is (1) the Market Price of a share of Common Stock on the trading day immediately prior to the Ex-Date less (2) (x) the amount of cash and (y) the Market Price of the assets, evidences of indebtedness and securities so distributed or of such subscription rights per share of Common Stock outstanding on the trading day immediately prior to the Ex-Date (determined for such purpose on the basis of the aggregate assets, evidences of indebtedness and/or rights distributed with respect to one share of Common Stock as if, for purposes of the definition of “Market Price”, such assets, evidences of indebtedness, securities and/or rights were an “Other Security” as defined herein) (as reasonably determined by the Board of Directors of the Company, whose determination shall be conclusive, and described in a statement filed with the Warrant Agent). Such adjustments shall be made whenever any such distribution is made, and shall become effective retroactively on the date immediately after the record date for the determination of stockholders entitled to receive such distribution. In the event of any adjustment to any Warrant pursuant to this Section 6(b), the Exercise Price for such Warrant shall be appropriately adjusted such that it shall in all cases be equal to the aggregate par value of all Warrant Shares then issuable upon exercise or conversion of such Warrant.

(c)    Adjustments for Mergers and Consolidations. In case the Company, after the date hereof, shall merge, consolidate or otherwise engage in a recapitalization, reclassification, reorganization or business combination with another Person, then, in the case of any such transaction, proper provision shall be made so that, upon the basis and terms and in the manner provided in this Agreement, the Holders, upon the exercise or conversion of the Warrants any time after the consummation of such transaction (subject to the Expiration Date), shall be entitled to receive upon such exercise or conversion, in lieu of the Warrant Shares issuable upon such exercise or conversion immediately prior to such consummation, the amount of securities, cash or other property (the “Transaction Consideration”) to which such Holder would have been entitled as a holder of Warrant Shares upon such consummation if such Holder had exercised the rights represented by the Warrants held by such Holder immediately prior to such consummation, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in Sections 6(a) and 6(b) above; provided, however,

19

that each Holder, solely at the election of the Company (as described in the proxy statement or information statement filed with the SEC in connection with such transaction), may be required at the consummation of any such transaction to receive solely cash in an amount determined reasonably and in good faith by the Board of Directors of the Company to equal the excess of (i) the product of (A) the value of the per share Transaction Consideration to be received by the holders of Warrant Shares in such transaction multiplied by (B) the number of Warrant Shares subject to the Warrants held by such Holder, over (ii) the aggregate Exercise Price payable by such Holder upon exercise or conversion in full of such Warrants, and upon consummation of such transaction the Holders shall surrender all Warrant Certificates to the Warrant Agent for cancellation and the right to receive such cash payment; provided, further, that in such event if the amount described in clause (ii) is greater than the amount described in clause (i), then all Warrants shall be cancelled and of no further force and effect upon consummation of such transactions with no payments owed to the holders thereof; provided, further, that no Holder shall be entitled to any payment pursuant to this Section 6(c) with respect to any portion of the Transaction Consideration that is contingent, deferred or escrowed unless and until such amounts are actually paid to the holders of Common Stock. Notwithstanding this Section 6(c) or anything in this Agreement, in the event of a Cash Sale (as defined below), the Company shall pay (or cause to be paid) to the Holders, with respect to each unexercised or unconverted Warrant outstanding immediately prior to the consummation of such Cash Sale (the “Cash Closing”), cash in the amount equal to the excess, if any, of the cash consideration being paid for each share of Common Stock in such Cash Sale minus the Exercise Price (such amount, the “Warrant Spread”); provided, however, that no Holder shall be entitled to any payment hereunder with respect to any portion of such consideration that is contingent, deferred or escrowed unless and until such amounts are actually paid to the holders of the Common Stock. Upon the occurrence of a Cash Closing, all unexercised or unconverted Warrants outstanding immediately prior to the Cash Sale shall automatically be terminated and cancelled and the Company shall thereupon cease to have any further obligations or liability with respect to the Warrants except as to the requirement to pay the Warrant Spread (subject to the limitations described in the prior sentence). For the avoidance of doubt, the Holders shall not be entitled to any payment or consideration with respect to any Cash Sale in which the Exercise Price is greater than the consideration payable with respect to each share of Common Stock. For purposes hereof, “Cash Sale” means any merger, consolidation or other similar transaction to which the Company is a party and in which holders of Common Stock immediately prior to consummation of such transaction (other than with respect to treasury shares and any shares held by purchasing parties) are entitled to receive consideration upon cancellation of such Common Stock in such transaction consisting solely of cash.

(d)    Other Changes. If, at any time or from time to time after the issuance of this Warrant but prior to the exercise or conversion hereof, the Company shall take any action which (i) affects the Common Stock and (ii) is similar to, or has an effect similar to, any of the actions described in any of Sections 6(a)-(c) (but not including any action described in any such Section) then, and in each such case, such number shall be adjusted in such manner and at such time as the Board of Directors of the Company in good faith determines would be equitable under such circumstances such that the economic benefits of such action that would accrue to the stockholders of the Company would as nearly as practicable also accrue to the Holders, which determination shall be evidenced in a resolution of the Board of Directors, a certified copy of which shall be mailed by the Warrant Agent (upon the written instruction and expense of the Company) to each of the relevant Holders.

20

(e)    Notice of Adjustment. Whenever the Warrant Shares issuable or the rights of the Holder shall be adjusted or proposed to be adjusted as provided in this Section 6, the Company shall forthwith file with the Warrant Agent a statement, signed by an Appropriate Officer, stating in detail the facts requiring such adjustment, the Exercise Price that will be effective after such adjustment, the impact of such adjustment on the number and kind of securities issuable upon exercise or conversion of the Warrants, the record date with respect to any such action, if applicable, and the approximate date on which such action is to take place. In the case of any action which would require the fixing of a record date, such notice shall be given at least 10 days prior to the date so fixed, and in case of all other action, such notice shall be given at least 20 days prior to the taking of such proposed action. Until such notices or statements are received by the Warrant Agent, the Warrant Agent may presume conclusively for all purposes that no such adjustment has occurred. The Company shall also cause a notice setting forth the same information as set forth above to be sent by mail, first class, postage prepaid, to each registered Holder at its address appearing on the Warrant Register. The Company shall, within 40 days following the event requiring any such adjustment, deliver to the Warrant Agent a certificate, signed by an Appropriate Officer, which (a) sets forth in reasonable detail (i) the event requiring such adjustment and (ii) the method by which such adjustment was calculated and (b) specifies any adjustments to the Warrants in effect following such event.

(f)    No Change in Warrant Terms on Adjustment. Irrespective of any adjustments in the number of Warrant Shares (including any inclusion of Other Securities) issuable upon exercise or conversion, Warrants theretofore or thereafter issued may continue to express the same prices and number of Warrant Shares as are stated in the similar Warrants issuable initially, or at some subsequent time, pursuant to this Agreement, and the number of Warrant Shares issuable upon exercise or conversion specified thereon shall be deemed to have been so adjusted (including for purposes of Section 5(n) hereof).

(g)    Treasury Shares. Shares of Common Stock at any time owned by the Company shall not be deemed to be outstanding for the purposes of any computation under this Section 6.

(h)    Deferral or Exclusion of Certain Adjustments. No adjustment to the Warrant Shares issuable shall be required hereunder unless such adjustment together with other adjustments carried forward (as provided below), would result in an increase or decrease of at least one percent (1%) of the applicable Warrant Shares issuable; provided, that any adjustments which by reason of this Section 6(h) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. No adjustment need be made for a change in the par value of the shares of Common Stock. All calculations under this Section 6(h) shall be made to the nearest one one-thousandth (1/1,000) of one cent ($0.01) or to the nearest one one-thousandth (1/1,000) of a share, as the case may be. Notwithstanding anything herein to the contrary, no adjustments under this Section 6 shall be made to a Holder’s Warrant(s) if the Company receives written notice from a Holder that no such adjustment is required.

21

(i)    Proceedings Prior to Any Action Requiring Adjustment. As a condition precedent to the taking of any action which would require an adjustment pursuant to this Section 6, the Company shall promptly take (and shall be permitted by the Holders to take) any action which may be necessary, including obtaining any applicable national securities exchange or stockholder approvals or exemptions, in order that the Company may thereafter validly and legally issue as fully paid and nonassessable all Warrant Shares that a Holder is entitled to receive upon exercise of a Warrant pursuant to this Section 6.

SECTION 7.    Cancellation of Warrants. The Warrant Agent shall cancel all Warrant Certificates surrendered for exchange, substitution or transfer in whole or in part. Such cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent upon written instructions from the Company reasonably satisfactory to the Warrant Agent and such Direct Registration Warrants shall be canceled by appropriate notation on the Warrant Register.

SECTION 8.    Mutilated or Missing Warrant Certificates. Upon receipt by the Company and the Warrant Agent from any Holder of evidence reasonably satisfactory to them of the ownership of and the loss, theft, destruction or mutilation of such Holder’s Warrant Certificate and a surety bond or indemnity reasonably satisfactory to them and holding the Warrant Agent and Company harmless, and in case of mutilation upon surrender and cancellation thereof, and absent notice to Warrant Agent that such Warrant Certificates have been acquired by a bona fide purchaser, the Company will execute and the Warrant Agent will countersign and deliver in lieu thereof a new Warrant Certificate of like tenor and representing an equal number of Warrants to such Holder; provided, that in the case of mutilation, no bond or indemnity shall be required if such Warrant Certificate in identifiable form is surrendered to the Company or the Warrant Agent for cancellation. Upon the issuance of any new Warrant Certificate under this Section 8, the Company may require the payment of a sum sufficient to cover any stamp tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the reasonable fees and expenses of the Warrant Agent) in connection therewith. Every new Warrant Certificate executed and delivered pursuant to this Section 8 in lieu of any lost, stolen, destroyed or mutilated Warrant Certificate shall be entitled to the same benefits of this Agreement equally and proportionately with any and all other Warrant Certificates, whether or not the allegedly lost, stolen or destroyed Warrant Certificate shall be at any time enforceable by anyone. The provisions of this Section 8 are exclusive and shall preclude (to the extent lawful) all other rights or remedies with respect to the replacement of lost, stolen, destroyed or mutilated Warrant Certificates.

SECTION 9.    Merger, Consolidation, Etc. In connection with any merger or consolidation prior to the Expiration Date, the Company shall make appropriate provision to ensure that the Holders shall have the right to receive, upon consummation of such transaction and (except in a Cash Sale) thereafter upon exercise or conversion of any convertible securities so received, as applicable, such property as may be required pursuant to Section 6 hereof, and to the extent such property includes convertible securities, the Company shall provide for adjustments substantially equivalent to the adjustments provided for in Section 6 hereof.

SECTION 10.    Reservation of Shares; Certain Actions.

(a)    Reservation of Shares. The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock (or out of authorized Other Securities), solely for issuance and delivery upon exercise or conversion of

22

Warrants, the full number of Warrant Shares from time to time issuable upon the exercise or conversion of all Warrants and any other outstanding warrants, options or similar rights, from time to time outstanding. All Warrant Shares shall be duly authorized and, when issued upon such exercise or conversion of the Warrants, shall be duly and validly issued, and (if applicable) fully paid and nonassessable, free from all taxes, liens, charges, security interests, encumbrances and other restrictions created by or through the Company and issued without violation (i) of any preemptive or similar rights of any stockholder of the Company and (ii) by the Company of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Warrant Shares may be listed at the time of such exercise or conversion.

(b)    Certain Actions. Before taking any action that would cause an adjustment pursuant to Section 6 effectively reducing the per share Exercise Price below the then par value (if any and if applicable) of the Warrant Shares issuable upon exercise or conversion of the Warrants, the Company will take any reasonable corporate action that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares at such Exercise Price as so adjusted.

SECTION 11.     Notification of Certain Events; Corporate Action.

(a)    In the event of:

(i)    any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution of any kind, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right or interest of any kind, or any other event referred to in Section 6(a) or (b); or

(ii)    (A) any reclassification of the capital shares of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a subdivision or combination), (B) the consolidation or merger of the Company with or into any other corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any change in the shares of Common Stock), (C) the sale or transfer of the properties and assets of the Company as, or substantially as, an entirety to another Person, or (D) an exchange offer for Common Stock (or Other Securities); or

(iii)    the voluntary or involuntary dissolution, liquidation, or winding up of the Company;

the Company shall cause to be filed with the Warrant Agent and mailed to each Holder a notice specifying (x) the date or expected date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of any such dividend, distribution or right, or if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, or right are to be determined, and the amount and character of such dividend, distribution or right, or (y) the date or expected date on which any such reorganization, reclassification, consolidation, merger, sale, transfer, exchange offer, dissolution, liquidation or winding up is expected to become effective, and the time, if any

23

such time is to be fixed, as of which holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for the securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, transfer, exchange offer, dissolution, liquidation or winding up. Such notice shall be delivered not less than ten (10) calendar days prior to such date therein specified, in the case of any such date referred to in clause (x) of the preceding sentence, and not less than twenty (20) calendar days prior to such date therein specified, in the case of any such date referred to in clause (y) of the preceding sentence.

(b)    Failure to give the notice contemplated by Section 11(a) hereof within the time provided or any defect therein shall not affect the legality or validity of any such action.

(c)    The Company agrees that, for so long as any Warrants are outstanding, it shall not increase the par value of the Common Stock or amend or modify its Charter or by-laws in a manner that would prevent the Company from issuing the Common Stock issuable upon exercise of the Warrants. The Company shall not, and shall not permit or cause any of its subsidiaries to, take any action to avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, including through any amendment of its Charter and by-laws (and any equivalent organizational documents of its subsidiaries) or any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities. The Company shall in good faith assist in the carrying out of all the provisions of this Warrant Agreement and in taking of all such action as may be necessary or appropriate in order to protect the rights of each Holder.

SECTION 12.    Warrant Agent. The Warrant Agent undertakes the duties and obligations expressly imposed by this Agreement upon the terms and conditions set forth in this Section 12.

(a)    Limitation on Liability. The Warrant Agent shall not by countersigning Warrant Certificates or by any other act hereunder be accountable with respect to or be deemed to make any representations as to the validity or authorization of the Warrants or the Warrant Certificates (except as to its countersignature thereon), as to the validity, authorization or value (or kind or amount) of any Warrant Shares or other property delivered or deliverable upon exercise or conversion of any Warrant, or as to the purchase price of such Warrant Shares or other property. The Warrant Agent shall not (i) be liable for any recital or statement of fact contained herein or in the Warrant Certificates or for any action taken, suffered or omitted by the Warrant Agent in the belief that any Warrant Certificate or any other document or any signature is genuine or properly authorized unless such action or omission was taken or omitted to be taken in bad faith, gross negligence or willful misconduct (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), (ii) be responsible for determining (x) compliance by any Person with the provisions set forth in Section 5(m) or (y) whether any facts exist that may require any adjustment of the Exercise Price and the number of Warrant Shares, or with respect to the nature or extent of any such adjustments when made, or with respect to the method of adjustment employed, (iii) be responsible for any failure on the part of the Company to issue, transfer or deliver any Warrant Shares or property upon the surrender of any Warrant for the purpose of exercise or conversion or to comply with any other of the Company’s covenants and obligations contained in this Agreement or in the Warrant Certificates or (iv) be liable for any action taken, suffered or

24

omitted to be taken in connection with this Agreement, except for its own bad faith, gross negligence or willful misconduct (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction) for which the Warrant Agent shall be liable. Notwithstanding anything in this Agreement to the contrary, in no event shall the Warrant Agent be liable for special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of the loss or damage and regardless of the form of the action. Notwithstanding anything to the contrary stated herein, any liability of the Warrant Agent under this Agreement shall be limited to the lesser of (i) the amount of fees, but not including reimbursable expenses, paid by the Company to the Warrant Agent during the twenty-four (24) months immediately preceding the event for which recovery from the Warrant Agent is being sought and (ii) $50,000.

(b)    Instructions. The Warrant Agent is hereby authorized to accept advice or instructions with respect to the performance of its duties hereunder from an Appropriate Officer and to apply to any such officer for advice or instructions. The Warrant Agent shall be fully protected and authorized in relying upon the most recent advice or instructions received by any such officer. The Warrant Agent shall not be liable for any action taken, suffered or omitted by it in accordance with the advice or instructions of any such officer.

(c)    Agents. The Warrant Agent may execute and exercise any of the rights and powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys, agents or employees, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys, agents or employees or for any loss to the Company resulting from such neglect or misconduct, provided that the Warrant Agent acts without gross negligence, willful misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction) in the selection and continued employment thereof. The Warrant Agent shall not be under any obligation or duty to institute, appear in, or defend any action, suit or legal proceeding in respect hereof, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may consider necessary. The Warrant Agent shall promptly notify the Company in writing of any claim made or action, suit or proceeding instituted against the Warrant Agent arising out of or in connection with this Agreement.

(d)    Cooperation. The Company will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further acts, instruments and assurances as may reasonably be required by the Warrant Agent in order to enable the Warrant Agent to carry out or perform its duties under this Agreement.

(e)    Agent Only. The Warrant Agent shall act solely as agent for the Company in accordance with the terms and conditions hereof and does not assume any obligation or relationship of agency or trust with any Holders. The Warrant Agent shall not be liable except for the performance of such duties as are expressly set forth herein, and no implied covenants or obligations shall be read into this Agreement against the Warrant Agent, whose duties and obligations shall be determined solely by the express provisions hereof.

25

(f)    Right to Counsel. The Warrant Agent may at any time consult with legal counsel reasonably satisfactory to it (who may be legal counsel for the Company), and the Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken, suffered or omitted by the Warrant Agent in good faith in accordance with the opinion or advice of such counsel.

(g)    Compensation. The Company agrees to pay the Warrant Agent reasonable compensation for all services rendered by it hereunder and to reimburse the Warrant Agent for its reasonable expenses incurred by the Warrant Agent hereunder (including reasonable counsel fees and expenses) in connection with the acceptance, negotiation, preparation, delivery, administration, execution, modification, waiver, delivery, enforcement or amendment of the Agreement and the exercise and performance of its duties hereunder.

(h)    Accounting and Payment. The Warrant Agent shall account to the Company with respect to Warrants exercised or converted and pay to the Company all moneys received by the Warrant Agent on behalf of the Company on the purchase of Warrant Shares through the exercise of Warrants pursuant to the procedures set forth in Section 5(f)(v). The Warrant Agent shall advise the Company by facsimile or by electronic transmission at the end of each day the number of Warrant Exercise Notices received, and, if known, the identity of the Holder(s) of the Warrant(s) exercised or converted.

(i)    No Conflict. Subject to applicable law, the Warrant Agent and any stockholder, affiliate, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement. Subject to applicable law, nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other Person including, without limitation, acting as trustee under an indenture.

(j)    Resignation; Termination. The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising prior to resignation as a result of the Warrant Agent’s bad faith, gross negligence or willful misconduct (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction)) after giving thirty (30) calendar days’ prior written notice to the Company. In the event the transfer agency relationship in effect between the Company and Warrant Agent terminates, the Warrant Agent shall be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination. The Company may remove the Warrant Agent upon thirty (30) calendar days’ written notice, and the Warrant Agent shall thereupon in like manner be discharged from all further duties and liabilities hereunder, except as have been caused by the Warrant Agent’s bad faith, gross negligence or willful misconduct (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction) prior to its removal. The Company shall cause to be mailed promptly (by first class mail, postage prepaid) to each registered Holder at such Holder’s last address as shown on the register of the Company, at the Company’s expense, a copy of such notice of resignation or notice of removal, as the case may be. Upon such resignation or removal

26

the Company shall promptly appoint in writing a new warrant agent. If the Company shall fail to make such appointment within a period of thirty (30) calendar days after it has been notified in writing of such resignation by the resigning Warrant Agent or after such removal, then the Holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a new warrant agent. A resignation or removal of the Warrant Agent and appointment of a successor Warrant Agent will become effective only upon the successor Warrant Agent’s acceptance of appointment. Pending appointment of a successor to the Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor warrant agent, whether appointed by the Company or by such a court, shall be a Person, incorporated under the laws of the United States or of any state thereof and authorized under such laws to conduct a shareholder services business, be subject to supervision and examination by a Federal or state authority, and have a combined capital and surplus of not less than $100,000,000 as set forth in its most recent published annual report of condition; or in the case of such capital and surplus requirement, a controlled affiliate of such a Person meeting such capital and surplus requirement. After acceptance in writing of such appointment by the new Warrant Agent, such successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities under this Agreement as if it had been originally named herein as the Warrant Agent, without any further assurance, conveyance, act or deed; but if for any reason it shall be necessary or expedient to execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the resigning or removed Warrant Agent. Not later than the effective date of any such appointment, the Company shall send notice thereof to the resigning or removed Warrant Agent and shall forthwith cause a copy of such notice to be mailed (by first class, postage prepaid) to each registered Holder at such Holder’s last address as shown on the register of the Company. Failure to give any notice provided for in this Section 12(h), or any defect in any such notice, shall not affect the legality or validity of the resignation of the Warrant Agent or the appointment of a successor Warrant Agent, as the case may be.

(k)    Merger, Consolidation or Change of Name of Warrant Agent. Any Person into which the Warrant Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any Person succeeding to all or substantially all of the agency business of the Warrant Agent shall be the successor to the Warrant Agent hereunder without the execution or filing of any document or any further act on the part of any of the parties hereto, provided that such Person would be eligible for appointment as a successor Warrant Agent under the provisions of Section 12(h). If at the time such successor to the Warrant Agent shall succeed under this Agreement, any of the Warrant Certificates shall have been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent; and if at that time any of the Warrant Certificates shall not have been countersigned, any successor to the Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases such Warrant Certificates shall have the full force and effect provided in the Warrant Certificates and in this Agreement. If at any time the name of the Warrant Agent shall be changed and at such time any of the Warrants shall have been countersigned but not delivered, the Warrant Agent whose name has changed may adopt the countersignature under its prior name; and if at that time any of the Warrants shall not have been countersigned, the Warrant Agent may countersign such Warrants either in its prior name or in its changed name; and in all such cases such Warrants shall have the full force and effect provided in the Warrants and in this Agreement.

27

(l)    Indemnity. The Company agrees to indemnify the Warrant Agent, and to hold it harmless against, any and all losses, damages, claims, liabilities, penalties, judgments, settlements, actions, suits, proceedings, litigation, investigations, costs or expenses (including reasonable counsel fees and expenses) incurred without the bad faith, gross negligence or willful misconduct on the part of the Warrant Agent (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered or omitted by the Warrant Agent in connection with the preparation, delivery, acceptance, administration, execution and amendment of this Agreement and the exercise and performance of its duties hereunder, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly. The Warrant Agent shall not be obligated to expend or risk its own funds to take any action which it believes would expose it to expense or liability or to a risk of incurring expense of liability, unless it has been furnished with assurance of repayment or indemnity reasonably satisfactory to it.

(m)    Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible or have any duty to make any calculation or adjustment, or to determine when any calculation or adjustment required under the provisions hereof should be made, how it should be made or what it should be, or have any responsibility or liability for the manner, method or amount of any such calculation or adjustment or the ascertaining of the existence of facts that would require any such calculation or adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Warrant to be issued pursuant to this Agreement or as to whether any Warrant Shares will, when issued, be valid and fully paid and nonassessable.

(n)    No Liability for Interest. The Warrant Agent shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement.

(o)    No Implied Obligations. The Warrant Agent shall be obligated to perform such duties as are explicitly set forth herein and no implied duties or obligations shall be read into this Agreement against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder that may involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any Warrant Certificate authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the issuance and sale, or exercise or conversion, of the Warrants or Warrant Shares. The Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in any Warrant Certificate or in the case of the receipt of any written demand from a Holder with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or, to make any demand upon the Company.

28

(p)    Force Majeure. In no event shall the Warrant Agent be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

(q)    Bank Accounts. All funds received by the Warrant Agent under this Agreement that are to be distributed or applied by the Warrant Agent in the performance of Services (the “Funds”) shall be held by the Warrant Agent as agent for the Company and deposited in one or more bank accounts to be maintained by the Warrant Agent in its name as agent for the Company. Until paid pursuant to the terms of this Agreement, the Warrant Agent will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). The Warrant Agent shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by the Warrant Agent in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. The Warrant Agent may from time to time receive interest, dividends or other earnings in connection with such deposits. The Warrant Agent shall not be obligated to pay such interest, dividends or earnings to the Company, any Holder or any other party.

SECTION 13.    Severability. In the event that any one or more of the provisions contained herein or in the Warrants, or the application thereof in any circumstances, is held invalid, illegal or unenforceable (including as a result of applicable regulations issued by the Federal Aviation Administration or the United States Department of Transportation), the validity, legality and enforceability of any such provisions in every other respect and of the remaining provisions contained herein and therein shall not be affected or impaired thereby; provided, that if any such excluded term, provision, covenant or restriction shall materially adversely affect the rights, immunities, duties or obligations of the Warrant Agent, the Warrant Agent shall be entitled to resign immediately. Furthermore, subject to the preceding sentence, in lieu of any such invalid, illegal or unenforceable provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms and commercial effect to such invalid, illegal or unenforceable provision as may be possible and be valid and enforceable which a reasonable person in the position of the Company, acting in good faith, would make, always keeping in mind the intent and purposes of this Agreement and the Warrants issued pursuant thereto by the Persons party hereto as of the date hereof.

SECTION 14.    Holder Not Deemed a Stockholder. Prior to the exercise or conversion of any Warrants, no Holder thereof, as such, shall be entitled to any rights of a stockholder of the Company, including, but not limited to, the right to vote, to receive dividends or other distributions, to exercise any preemptive right or, to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or any other matter.

29

SECTION 15.    Notices to Company and Warrant Agent. All notices, requests or demands authorized by this Agreement to be given or made by the Warrant Agent or by any registered Holder of any Warrant to or on the Company or the Warrant Agent to be effective shall be in writing (including by telecopy), and shall be deemed to have been duly given or made when delivered by hand, or one Business Day if sent by overnight courier service (with next day delivery specified), or two Business Days after being delivered to a recognized courier (whose stated terms of delivery are two business days or less to the destination such notice), or five Business Days after being deposited in the mail, or, in the case of facsimile or email notice, when received, addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows:

PHI Group, Inc.

2001 SE Evangeline Thruway

Lafayette, LA, 70508

Attn: Trudy McConnaughhay

Email:

Any notice pursuant to this Agreement to be given by the Company or by any registered Holder of any Warrant to the Warrant Agent shall be sufficiently given if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:

American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11219

Attention: Relationship Management

Unless the Warrant is a Global Warrant, any notice or communication mailed to a Holder shall be mailed to the Holder at the Holder’s address as it appears on the Warrant Register and shall be sufficiently given if so mailed within the time prescribed. Any notice to the owners of a beneficial interest in a Global Warrant shall be distributed through the Depositary in accordance with the procedures of the Depositary. Communications to such Holder shall be deemed to be effective at the time of dispatch to the Depositary. Failure to provide a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

SECTION 16.    Supplements and Amendments. The Company and the Warrant Agent may from time to time supplement or amend this Agreement (a) without the approval of any Holders in order to cure any ambiguity, manifest error or other mistake in this Agreement, or to correct or supplement any provision contained herein that may be defective or inconsistent with any other provision herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and the Warrant Agent may deem necessary or desirable, in each case that shall not adversely affect, alter or change the interests of the Holders in any material respect, (b) without the approval of any Holders to implement any changes required by the Federal Aviation Administration or the United States Department of Transportation in order for the Company to comply with the U.S. Aviation Laws limitations on ownership of Warrant Shares by Non-U.S. Citizens (provided that to the extent the Company makes any changes pursuant to this clause (b), the Company shall make only such changes which a reasonable

30

person in the position of the Company, acting in good faith, would make in order to implement such written requirements, always keeping in mind the intent and purposes of this Agreement and the Warrants issued pursuant thereto by the Persons party hereto as of the date hereof), or (c) with the prior written consent of Holders exercisable or convertible for a majority of the Warrant Shares then issuable upon exercise or conversion of all of the Warrants then outstanding (provided that for purposes of calculating such a majority, Warrants owned by the Company shall be disregarded and deemed not to be outstanding); provided, that the Warrant Agent shall not be required to execute any amendment or supplement to this Agreement that the Warrant Agent has determined would adversely affect its own rights, duties, obligations or immunities under this Agreement. As a condition precedent to the Warrant Agent’s execution of any amendment or supplement to this Agreement, the Company shall deliver to the Warrant Agent a certificate from an authorized officer of the Company that states that the proposed amendment is in compliance with the terms of this Section 16. No modification or amendment to this Agreement shall be effective unless duly executed by the Warrant Agent. Notwithstanding the foregoing, the consent of each Holder affected shall be required for any amendment pursuant to which (i) the Exercise Price would be increased, (ii) the number of Warrant Shares purchasable would be decreased (other than pursuant to adjustments provided herein), (iii) the Expiration Date would be shortened or (iv) any change adverse to the Holder would be made to (w) this Section 16, (x) the antidilution provisions set forth in Section 6, (y) the exercise provisions set forth in Section 5 or (z) any provisions related to the Company’s compliance with U.S. Aviation Laws. Upon execution and delivery of any supplement or amendment pursuant to this Section 16, such amendment shall be considered a part of this Agreement for all purposes and every Holder of a Warrant Certificate theretofore or thereafter countersigned and delivered hereunder shall be bound thereby.

SECTION 17.    Termination. This Agreement shall terminate on the Expiration Date or, if later, upon settlement of all Warrants (i) validly exercised or converted prior to the Expiration Date and, (ii) if exercised or converted pursuant to Section 5(c)(i) hereof, for which the Exercise Price was timely paid. Notwithstanding the foregoing, this Agreement will terminate on any earlier date when all Warrants have been exercised, converted, or cancelled; provided, however, that the provisions of Sections 12, 15, 17, 18, 19, 20 and 23 shall survive such termination.

SECTION 18.    Governing Law and Consent to Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. Each of the Company and the Warrant Agent hereby irrevocably submits to the jurisdiction of any New York State court sitting in the City of New York or any Federal Court sitting in the City of New York with respect to any suit, action or proceeding arising out of or relating to this Agreement, and each irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Nothing herein shall affect the right of any Person to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against the Company or the Warrant Agent in any other jurisdiction.

SECTION 19.    Waiver of Jury Trial. The parties hereto waive all right to trial by jury in any action or proceeding to enforce or defend any rights hereunder.

31

SECTION 20.    Benefits of this Agreement. Nothing in this Agreement shall be construed to give to any Person other than the Company, the Warrant Agent and the registered Holders (who are express third party beneficiaries of this Agreement) any legal or equitable right, remedy or claim under this Agreement, and this Agreement shall be for the sole and exclusive benefit of the Company, the Warrant Agent and the registered Holders.

SECTION 21.    Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.

SECTION 22.    Headings. The headings of sections of this Agreement have been inserted for convenience of reference only, are not to be considered a part hereof and in no way modify or restrict any of the terms or provisions hereof.

SECTION 23.    Confidentiality. The Warrant Agent and the Company agree that all books, records, information and data pertaining to the business of the other party, including inter alia, personal, non-public warrant holder information, which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement including the fees for services of the Warrant Agent shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law, including, without limitation, pursuant to subpoenas from state or federal government authorities (e.g., in divorce and criminal actions).

SECTION 24.    Representations.

(a)    Each party hereto represents and warrants that such party has been duly organized and is validly existing under the laws of the jurisdiction of its incorporation, and that this Agreement has been duly authorized, executed and delivered by such party and is enforceable against such party in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors’ rights generally.

(b)    The Company represents and warrants on the date of issuance of the Warrants and upon issuance of the shares that:

(i)    The Company is duly qualified or licensed to conduct business in each jurisdiction where the nature of its business or assets requires such qualification. The Company has full power and authority and all material licenses, permits and authorizations necessary to own and operate its properties and to carry on its business as now conducted, and the Company is not in default under or in violation of any provision of its Charter.

(ii)    The execution and delivery of this Agreement does not, and the issuance of the Warrants in accordance with the terms of this Agreement and the Warrant Certificates will not, (i) violate the Charter or the Company’s by-laws, (ii) violate any law or regulation applicable to the Company or order or decree of any court or public authority having jurisdiction over the Company, including but not limited to U.S. Aviation Laws, or (iii) result in a breach of any mortgage, indenture, contract, agreement or undertaking to which the Company is a party or by which it is bound, except in the case of (ii) and (iii) for any violations or breaches that could not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

32

SECTION 25.    No Suspension. The right to exercise any Warrants shall not be suspended during any period.

[Signature page follows]

33

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the day and year first above written.

PHI Group, Inc.
By:	/s/ Trudy McConnaughhay
Name:	Trudy McConnaughhay
Title:	Chief Financial Officer and Secretary

[Signature Page to Warrant Agreement]

34

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Warrant Agent
By:	/s/ Michael Legregin
Name:	Michael Legregin
Title:	Senior Vice President

[Signature Page to Warrant Agreement]

35

EXHIBIT A-1

FORM OF FACE OF GLOBAL CREDITOR WARRANT CERTIFICATE

This Global Warrant Certificate is deposited with or on behalf of The Depository Trust Company (the “Depository”) or its nominee in custody for the benefit of the beneficial owners hereof, and is not transferable to any person under any circumstances except that (i) this Global Warrant Certificate may be delivered to the Warrant Agent for cancellation pursuant to Section 4(f) of the Warrant Agreement and (ii) this Global Warrant Certificate may be transferred pursuant to Section 4(e) of the Warrant Agreement and as set forth below.

UNLESS THIS GLOBAL WARRANT CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TO THE COMPANY OR THE WARRANT AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCHAS THE REGISTERED OWNER HEREOF, CEDE & CO. OR SUCH OTHER ENTITY, HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL WARRANT CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE OR AS OTHERWISE PERMITTED IN SECTION 4(E) OF THE WARRANT AGREEMENT, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL WARRANT CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 4 AND 5 OF THE WARRANT AGREEMENT.

No registration or transfer of the securities issuable pursuant to the exercise or conversion of the Warrant will be recorded on the books of the Company until such provisions have been complied with.

To the extent that any provision hereof conflicts with any provision of the Warrant Agreement, the provision in the Warrant Agreement shall control.

A-1-1

CUSIP No.    69360B112

ISIN No. US369360B1127

144A: US6934671107

AI: US6934671289

Reg S: USU717551332

WARRANTS TO PURCHASE

SHARES OF COMMON STOCK

PHI GROUP, INC.

GLOBAL CREDITOR WARRANT TO PURCHASE COMMON STOCK

VOID AFTER 5:00 P.M., New York City Time, September 4, 2044

This Global Warrant Certificate (“Warrant Certificate”) certifies that Cede & Co., or its registered assigns is the registered holder of warrants (the “Warrants”) of PHI Group, Inc., a Delaware corporation (the “Company”), to purchase the number of shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company set forth above. The Warrants expire at 5:00 p.m., New York City time, on the date that is the twenty-fifth (25th) anniversary of the date that the Warrants are issued (such date, the “Expiration Date”), and each Warrant entitles the holder to purchase from the Company one fully paid and non-assessable Share at the exercise price (the “Exercise Price”), payable to the Company either by certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer in immediately available funds of the aggregate Exercise Price to an account of the Warrant Agent specified in writing by the Warrant Agent for such purpose, no later than 5:00 p.m., New York City time, on the business day immediately prior to the settlement date, which settlement date is three Business Days after a Warrant Exercise Notice is delivered (the “Settlement Date”). The initial Exercise Price shall be $0.001 per share (equal to the par value $0.001 per share of Common Stock) (subject to adjustment as provided in the Warrant Agreement).

The Warrants are subject to exercise and conversion, in whole or in part, as and to the extent provided in the Warrant Agreement.

The number of shares of Common Stock purchasable upon exercise or conversion of the Warrants are subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.

To the extent that any provision hereof conflicts with any provision of the Warrant Agreement, the provision in the Warrant Agreement shall control.

No Warrant may be exercised or converted prior to the date of the Warrant Agreement or after the Expiration Date.

After 5:00 p.m., New York City time, on the Expiration Date, the Warrants will become wholly void and of no value.

A-1-2

Holder Not Deemed a Stockholder. Prior to the exercise or conversion of any Warrant, no holder thereof, as such, shall be entitled to any rights of a stockholder of the Company, including, but not limited to, the right to vote, to receive dividends or other distributions, to exercise any preemptive right or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or any other matter.

U.S. Aviation Laws Limitations on Warrant Exercise. Notwithstanding the other provisions of the Warrant Agreement, in order to facilitate the Company’s compliance with the U.S. Aviation Laws concerning the ownership of the Common Stock by Non-U.S. Citizens with regard to its continuing ability to own aircraft registered in the United States and to comply with obligations of the Company under contracts that it may enter into from time to time with the United States Government:

(i)    At the time of exercise or conversion of any Warrant, its holder shall advise the Company whether or not it (or, if not the holder, the person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of such Warrant) is a U.S. Citizen. The Company may require a holder (or, if not the holder, the person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of such Warrant) to provide it with such documents and other information as it may request as reasonable proof confirming that the holder (or, if not the holder, the person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of such Warrant) is a U.S. Citizen.

(ii)    Any holder that cannot establish to the Company’s reasonable satisfaction that it (or, if not the holder, the person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of any Warrant) is a U.S. Citizen may not exercise or convert any Warrant to the extent the shares of Common Stock deliverable upon exercise or conversion of such Warrant would constitute Excess Shares, as defined in the Warrant Agreement, if they were issued, which shall be determined by the Company in its sole discretion at the time of any proposed exercise or conversion of such Warrant.

(iii)    Any sale, transfer or other disposition of any Warrant by any holder that is a Non-U.S. Citizen to a person who is a U.S. Citizen must be a complete transfer of such holder’s interests in such Warrant and the Common Stock issuable upon its exercise or conversion to such person with the transferor retaining no ability to direct or control such person. The foregoing restriction shall also apply to any person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of any Warrant.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS WARRANT CERTIFICATE SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent.

A-1-3

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be executed by its duly authorized officer.

Dated:                    , 2019

PHI Group, Inc.

By:

Name:

Title:

By:

Name:

Title:

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent

By:

Name:

Title:

A-1-4

FORM OF REVERSE OF GLOBAL CREDITOR WARRANT CERTIFICATE

PHI GROUP, INC.

The Warrants evidenced by this Warrant Certificate are a part of a duly authorized issue of Warrants to purchase shares of Common Stock issued pursuant to that certain Creditor Warrant Agreement, dated as of September 4, 2019 (the “Warrant Agreement”), duly executed and delivered by the Company and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”). The Warrant Agreement hereby is incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the registered holders or registered holder) of the Warrants. A copy of the Warrant Agreement may be inspected at the Warrant Agent’s office designated for such purpose and is available upon written request addressed to the Company. All capitalized terms used on the face of this Warrant Certificate but not defined herein and are defined in the Warrant Agreement shall have the meanings assigned to them therein.

Warrants may be exercised or converted from the date of the Warrant Agreement through 5:00 p.m., New York City time, on the Expiration Date, subject to adjustment as described in the Warrant Agreement. Subject to the terms and conditions set forth herein and in the Warrant Agreement, the holder of the Warrants evidenced by this Warrant Certificate may exercise such Warrants as set forth in the Warrant Agreement. The Warrants are also subject to conversion, in whole or in part, at the sole discretion of the Company, as and to the extent provided in the Warrant Agreement.

In the event that upon any exercise or conversion of the Warrants evidenced hereby the number of shares of Common Stock actually purchased shall be less than the total number of shares of Common Stock purchasable upon exercise or conversion of the Warrants evidenced hereby, there shall be issued to the holder hereof, or such holder’s assignee, a new Warrant Certificate evidencing Warrants to purchase the shares of Common Stock not so purchased or appropriate adjustment shall be made in the “Schedule of Increases or Decreases in Global Warrant Certificate” annexed hereto. No adjustment shall be made for any cash dividends on any shares of Common Stock issuable upon exercise or conversion of Warrants. After 5:00 p.m., New York City time on the Expiration Date, unexercised or unconverted Warrants shall become wholly void and of no value.

The Company shall not be required to issue fractional shares of Common Stock or any certificates that evidence fractional shares of Common Stock.

Warrant Certificates, when surrendered by book-entry delivery through the facilities of the Depository, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing Warrants to purchase in the aggregate a like number of shares of Common Stock.

No Warrants may be sold, exchanged or otherwise transferred in violation of the Securities Act or state securities laws.

A-1-5

The Company and Warrant Agent may deem and treat the registered holder hereof as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone) for the purpose of any exercise or conversion hereof and for all other purposes.

[Balance of page intentionally remains blank]

A-1-6

[TO BE ATTACHED TO GLOBAL WARRANT CERTIFICATE FOR THE WARRANTS]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL WARRANT CERTIFICATE

The following increases or decreases in this Global Warrant have been made:

Date Amount of decrease in the number of shares issuable upon exercise or conversion of the Warrants represented by this Global Warrant Amount of increase in number of shares issuable upon exercise or conversion of the Warrants represented by this Global Warrant Number of shares issuable upon exercise or conversion of the Warrants represented by this Global Warrant following such decrease or increase Signature of authorized officer of the Warrant Agent

A-1-7

FORM OF ELECTION TO EXERCISE WARRANT FOR

WARRANT HOLDERS HOLDING WARRANTS

THROUGH THE DEPOSITORY TRUST COMPANY

TO BE COMPLETED BY DIRECT PARTICIPANT

IN THE DEPOSITORY TRUST COMPANY

PHI GROUP, INC.

Warrants to Purchase Shares of Common Stock

(TO BE EXECUTED UPON EXERCISE OF THE WARRANT)

The undersigned hereby irrevocably elects to exercise the right, represented by Warrants to purchase shares of Common Stock of PHI Group, Inc. (the “Company”) held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), to purchase              newly issued shares of Common Stock of the Company at the Exercise Price of $0.001 per share (as such Exercise Price may be adjusted pursuant to the Warrant Agreement).

The undersigned represents, warrants and promises that it has the full power and authority to exercise or convert and deliver the Warrants exercised or converted hereby. Unless the undersigned is making an election to convert the Warrants as set forth below, the undersigned represents, warrants and promises that it has delivered or will deliver in payment for such shares $            by certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer in immediately available funds of the aggregate Exercise Price to an account of the Warrant Agent specified in writing by the Warrant Agent for such purpose, no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date.

☐  Please check if the undersigned, in lieu of paying the Exercise Price as set forth in the preceding paragraph, elects to convert the Warrants by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon conversion of the Warrants which when multiplied by the Market Price of the Common Stock is equal to the aggregate price for the number of shares of Common Stock for which the Warrants are being converted at the Exercise Price (assuming the Exercise Price for all such shares of Common Stock was being paid in cash), and such withheld shares shall no longer be issuable under the Warrants.

If the undersigned will be receiving the shares of Common Stock issuable upon exercise or conversion of Warrants:

☐  Please check if the undersigned is a U.S. Citizen (additional information may be required by the Company to confirm that the undersigned is a U.S. Citizen)

☐  Please check if the undersigned is a Non-U.S. Citizen.

A-1-8

If the undersigned has designated another person (a “designee”) to receive the shares of Common Stock issuable upon exercise or conversion of Warrants:

☐  Please check if such designee is a U.S. Citizen (additional information may be required by the Company to confirm that such designee is a U.S. Citizen)

☐  Please check if such designee is a Non-U.S. Citizen.

The undersigned requests that the shares of Common Stock purchased hereby be in registered form in the authorized denominations, registered in such names and delivered, all as specified in accordance with the instructions set forth below, provided that if the shares of Common Stock are evidenced by global securities, the shares of Common Stock shall be registered in the name of the Depository or its nominee.

Dated:                                 

NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU (THROUGH THE CLEARING SYSTEM) OF (1) THE WARRANT AGENT’S ACCOUNT AT THE DEPOSITORY TO WHICH YOU MUST DELIVER YOUR WARRANTS ON THE EXERCISE DATE AND (2) THE ADDRESS, PHONE NUMBER AND FACSIMILE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED.

NAME OF DIRECT PARTICIPANT IN THE DEPOSITORY:                                                                                                                                                 

(PLEASE PRINT)                    

ADDRESS:                                                                                                                                                                                                                                     

CONTACT NAME:                                                                                                                                                                                                                       

ADDRESS:                                                                                                                                                                                                                                     

TELEPHONE (INCLUDING INTERNATIONAL CODE):                                                                                                                                                       

FAX (INCLUDING INTERNATIONAL CODE):                                                                                                                                                                      

SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):                                                                                 

ACCOUNT FROM WHICH THE WARRANTS ARE BEING DELIVERED:                                                                                                                        

DEPOSITORY ACCOUNT NO.:                                                                                                                                                                                                  

WARRANT EXERCISE NOTICES WILL ONLY BE VALID IF DELIVERED IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH IN THIS NOTIFICATION (OR AS OTHERWISE DIRECTED), MARKED TO THE ATTENTION OF “WARRANT EXERCISE”.

A-1-9

WARRANT HOLDER DELIVERING THE WARRANTS, IF OTHER THAN THE DIRECT DTC PARTICIPANT DELIVERING THIS WARRANT EXERCISE NOTICE:

NAME:                                                                                                                                                                                                                 

  (PLEASE PRINT)

CONTACT NAME:                                                                                                                                                                                            

TELEPHONE (INCLUDING INTERNATIONAL CODE):                                                                                                                            

FAX (INCLUDING INTERNATIONAL CODE):                                                                                                                                           

SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):                                                      

ACCOUNT TO WHICH SHARES OF COMMON STOCK ARE TO BE CREDITED:                                                                             

DEPOSITORY ACCOUNT NO.:                                                                                                                                                                     

FILL IN FOR DELIVERY OF THE COMMON STOCK, IF OTHER THAN TO THE PERSON DELIVERING THIS WARRANT EXERCISE NOTICE:

NAME:                                                                                                                                                                                                                

  (PLEASE PRINT)

ADDRESS:                                                                                                                                                                                                         

CONTACT NAME:                                                                                                                                                                                           

TELEPHONE (INCLUDING INTERNATIONAL CODE):                                                                                                                            

FAX (INCLUDING INTERNATIONAL CODE):                                                                                                                                           

SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):                                                      

NUMBER OF SHARES OF COMMON STOCK FOR WHICH THE WARRANT IS BEING EXERCISED (ONLY ONE EXERCISE PER WARRANT EXERCISE NOTICE):                                                                                                                                                          

Signature:                                                                                                                                                                                                           

Name:                                                                                                                                                                                                                  

Capacity in which Signing:                                                                                                                                                                                

Signature Guaranteed

BY:                                                                                                                                                                                                                      

A-1-10

Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent.

A-1-11

EXHIBIT A-2

FORM OF FACE OF INDIVIDUAL WARRANT CERTIFICATE

VOID AFTER 5:00 P.M., New York City Time, September 4, 2044

This Individual Warrant Certificate may not be sold, exchanged or otherwise transferred in violation of the Securities Act or state securities laws.

To the extent that any provision hereof conflicts with any provision of the Warrant Agreement, the provision in the Warrant Agreement shall control.

A-2-1

WARRANTS TO PURCHASE

SHARES OF COMMON STOCK

PHI GROUP, INC.

INDIVIDUAL WARRANT TO PURCHASE COMMON STOCK

VOID AFTER 5:00 P.M., New York City Time, September 4, 2044

This Individual Warrant Certificate (“Warrant Certificate”) certifies that                     , or its registered assigns is the registered holder of Warrants (the “Warrants”) of PHI Group, Inc., a Delaware corporation (the “Company”), to purchase the number of shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company set forth above. The Warrants expire at 5:00 p.m., New York City time, on the date that is the twenty-fifth (25th) anniversary of the date that the Warrants are issued (such date, the “Expiration Date”), and each Warrant entitles the holder to purchase from the Company one fully paid and non-assessable Share at the exercise price (the “Exercise Price”), payable to the Company either by certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer in immediately available funds of the aggregate Exercise Price to an account of the Warrant Agent specified in writing by the Warrant Agent for such purpose, no later than 5:00 p.m., New York City time, on the business day immediately prior to the settlement date, which settlement date is three Business Days after a Warrant Exercise Notice is delivered (the “Settlement Date”). The initial Exercise Price shall be $0.001 per share (equal to the par value $0.001 per share of Common Stock) (subject to adjustment as provided in the Warrant Agreement).

The Warrants are also subject to conversion, in whole or in part, at the sole discretion of the Company, as and to the extent provided in the Warrant Agreement.

The number of shares of Common Stock purchasable upon exercise or conversion of the Warrants are subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.

To the extent that any provision hereof conflicts with any provision of the Warrant Agreement, the provision in the Warrant Agreement shall control.

No Warrant may be exercised or converted prior to the date of the Warrant Agreement or after the Expiration Date.

After 5:00 p.m., New York City time, on the Expiration Date, the Warrants will become wholly void and of no value.

Holder Not Deemed a Stockholder. Prior to the exercise or conversion of any Warrant, no holder thereof, as such, shall be entitled to any rights of a stockholder of the Company, including, but not limited to, the right to vote, to receive dividends or other distributions, to exercise any preemptive right or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or any other matter.

A-2-2

U.S. Aviation Laws Limitations on Warrant Exercise. Notwithstanding the other provisions of the Warrant Agreement, in order to facilitate the Company’s compliance with the U.S. Aviation Laws concerning the ownership of the Common Stock by Non-U.S. Citizens with regard to its continuing ability to own aircraft registered in the United States and to comply with obligations of the Company under contracts that it may enter into from time to time with the United States Government:

(i)    At the time of exercise or conversion of any Warrant, its holder shall advise the Company whether or not it (or, if not the holder, the person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of such Warrant) is a U.S. Citizen. The Company may require a holder (or, if not the holder, the person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of such Warrant) to provide it with such documents and other information as it may request as reasonable proof confirming that the holder (or, if not the holder, the person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of such Warrant) is a U.S. Citizen.

(ii)    Any holder that cannot establish to the Company’s reasonable satisfaction that it (or, if not the holder, the person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of any Warrant) is a U.S. Citizen may not exercise or convert any Warrant to the extent the shares of Common Stock deliverable upon exercise or conversion of such Warrant would constitute Excess Shares, as defined in the Warrant Agreement, if they were issued, which shall be determined by the Company in its sole discretion at the time of any proposed exercise or conversion of such Warrant.

(iii)    Any sale, transfer or other disposition of any Warrant by any holder that is a Non-U.S. Citizen to a person who is a U.S. Citizen must be a complete transfer of such holder’s interests in such Warrant and the Common Stock issuable upon its exercise or conversion to such person with the transferor retaining no ability to direct or control such person. The foregoing restriction shall also apply to any person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of any Warrant.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS WARRANT

CERTIFICATE SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be executed by its duly authorized officer.

Dated:	, 2019
PHI Group, Inc.
By:
Name:
Title:

A-2-3

By:

Name:

Title:

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent

By:

Name:

Title:

A-2-4

FORM OF REVERSE OF INDIVIDUAL WARRANT CERTIFICATE

PHI GROUP, INC.

The Warrants evidenced by this Warrant Certificate are a part of a duly authorized issue of Warrants to purchase shares of Common Stock issued pursuant to that certain Creditor Warrant Agreement, dated as of September 4, 2019 (the “Warrant Agreement”), duly executed and delivered by the Company and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”). The Warrant Agreement hereby is incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the registered holders or registered holder) of the Warrants. A copy of the Warrant Agreement may be inspected at the Warrant Agent’s office designated for such purpose and is available upon written request addressed to the Company. All capitalized terms used on the face of this Warrant Certificate but not defined herein and are defined in the Warrant Agreement shall have the meanings assigned to them therein.

Warrants may be exercised or converted to purchase Warrant Shares from the Company from the date of the Warrant Agreement through 5:00 p.m., New York City time, on the Expiration Date, at the Exercise Price set forth on the face hereof, subject to adjustment as described in the Warrant Agreement. Subject to the terms and conditions set forth herein and in the Warrant Agreement, the holder of the Warrants evidenced by this Warrant Certificate may exercise such Warrants as set forth in the Warrant Agreement.

The Warrants are also subject to conversion, in whole or in part, at the sole discretion of the Company, as and to the extent provided in the Warrant Agreement.

In the event that upon any exercise or conversion of the Warrants evidenced hereby the number of shares of Common Stock actually purchased shall be less than the total number of shares of Common Stock purchasable upon exercise or conversion of the Warrants evidenced hereby, there shall be issued to the holder hereof, or such holder’s assignee, a new Warrant Certificate evidencing Warrants to purchase the shares of Common Stock not so purchased. No adjustment shall be made for any cash dividends on any shares of Common Stock issuable upon exercise or conversion of Warrants. After 5:00 p.m., New York City time on the Expiration Date, unexercised or unconverted Warrants shall become wholly void and of no value.

The Company shall not be required to issue fractional shares of Common Stock or any certificates that evidence fractional shares of Common Stock.

Warrant Certificates, when surrendered by book-entry delivery through the facilities of the Depository, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing Warrants to purchase in the aggregate a like number of shares of Common Stock.

No Warrants may be sold, exchanged or otherwise transferred in violation of the Securities Act or state securities laws.

A-2-5

The Company and Warrant Agent may deem and treat the registered holder hereof as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone) for the purpose of any exercise or conversion hereof and for all other purposes.

[Balance of page intentionally remains blank]

A-2-6

FORM OF ELECTION TO EXERCISE WARRANT FOR

WARRANT HOLDERS HOLDING INDIVIDUAL WARRANT CERTIFICATES

TO BE COMPLETED BY REGISTERED HOLDER

PHI GROUP, INC.

Warrants to Purchase ________ Shares of Common Stock

(TO BE EXECUTED UPON EXERCISE OF THE WARRANT)

The undersigned hereby irrevocably elects to exercise the right, represented by Warrants to purchase ___________ shares of Common Stock of PHI Group, Inc. (the “Company”), to purchase ___________ newly issued shares of Common Stock of the Company at the Exercise Price of $0.001 per share (as such Exercise Price may be adjusted pursuant to the Warrant Agreement).

The undersigned represents, warrants and promises that it has the full power and authority to exercise or convert and deliver the Warrants exercised or converted hereby. Unless the undersigned is making an election to convert the Warrants as set forth below, the undersigned represents, warrants and promises that it has delivered or will deliver in payment for such shares $______________ by certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer in immediately available funds of the aggregate Exercise Price to an account of the Warrant Agent specified in writing by the Warrant Agent for such purpose, no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date.

☐  Please check if the undersigned, in lieu of paying the Exercise Price as set forth in the preceding paragraph, elects to convert the Warrants by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon conversion of the Warrants which when multiplied by the Market Price of the Common Stock is equal to the aggregate price for the number of shares of Common Stock for which the Warrants are being converted at the Exercise Price (assuming the Exercise Price for all such shares of Common Stock was being paid in cash), and such withheld shares shall no longer be issuable under the Warrants.

If the undersigned will be receiving the shares of Common Stock issuable upon exercise or conversion of Warrants:

☐  Please check if the undersigned is a U.S. Citizen (additional information may be required by the Company to confirm that the undersigned is a U.S. Citizen)

☐  Please check if the undersigned is a Non-U.S. Citizen.

A-2-7

If the undersigned has designated another person (a “designee”) to receive the shares of Common Stock issuable upon exercise or conversion of Warrants:

☐  Please check if such designee is a U.S. Citizen (additional information may be required by the Company to confirm that such designee is a U.S. Citizen)

☐  Please check if such designee is a Non-U.S. Citizen.

The undersigned requests that the shares of Common Stock purchased hereby be in registered form in the authorized denominations, registered in such names and delivered, all as specified in accordance with the instructions set forth below, provided that if the shares of Common Stock are evidenced by global securities, the shares of Common Stock shall be registered in the name of the Depository or its nominee.

Dated:                                                                                                                                                                                                                 

NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS, PHONE NUMBER AND FACSIMILE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED.

NAME OF REGISTERED HOLDER:                                                                                                                                                             

                                                              (PLEASE PRINT)

ADDRESS:                                                                                                                                                                                                          

DELIVERY ADDRESS (IF DIFFERENT):                                                                                                                                                      

TELEPHONE (INCLUDING INTERNATIONAL CODE):                                                                                                                            

FAX (INCLUDING INTERNATIONAL CODE):                                                                                                                                           

SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER:                                                                                        

NUMBER OF SHARES OF COMMON STOCK FOR WHICH THE WARRANT IS BEING EXERCISED (ONLY ONE EXERCISE PER WARRANT EXERCISE NOTICE):                                 

Signature:                                                                                                                                                                                                            

Note: If the Warrant Shares are to be registered in a name other than that in which the Individual Warrants are registered, the signature of the holder hereof must be guaranteed.

A-2-8

Signature Guaranteed

BY:                                                                                                                                                                                                                     

Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent.

A-2-9

EXHIBIT A-3

FORM OF ELECTION TO EXERCISE WARRANT FOR

WARRANT HOLDERS HOLDING DIRECT REGISTRATION WARRANTS

TO BE COMPLETED BY REGISTERED HOLDER

PHI GROUP, INC.

Warrants to Purchase ___________ Shares of Common Stock

(TO BE EXECUTED UPON EXERCISE OF THE WARRANT)

The undersigned hereby irrevocably elects to exercise the right, represented by Warrants to purchase ________ shares of Common Stock of PHI Group, Inc. (the “Company”), to purchase _____________ newly issued shares of Common Stock of the Company at the Exercise Price of $0.001 per share (as such Exercise Price may be adjusted pursuant to the Warrant Agreement).

The undersigned represents, warrants and promises that it has the full power and authority to exercise or convert and deliver the Warrants exercised or converted hereby. Unless the undersigned is making an election to convert the Warrants as set forth below, the undersigned represents, warrants and promises that it has delivered or will deliver in payment for such shares $____________ by certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer in immediately available funds of the aggregate Exercise Price to an account of the Warrant Agent specified in writing by the Warrant Agent for such purpose, no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date.

☐  Please check if the undersigned, in lieu of paying the Exercise Price as set forth in the preceding paragraph, elects to convert the Warrants by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon exercise of the Warrants which when multiplied by the Market Price of the Common Stock is equal to the aggregate price for the number of shares of Common Stock for which the Warrants are being converted at the Exercise Price (assuming the Exercise Price for all such shares of Common Stock was being paid in cash), and such withheld shares shall no longer be issuable under the Warrants.

If the undersigned will be receiving the shares of Common Stock issuable upon exercise or conversion of Warrants:

☐  Please check if the undersigned is a U.S. Citizen (additional information may be required by the Company to confirm that the undersigned is a U.S. Citizen)

☐  Please check if the undersigned is a Non-U.S. Citizen.

A-3-1

If the undersigned has designated another person (a “designee”) to receive the shares of Common Stock issuable upon exercise or conversion of Warrants:

☐  Please check if such designee is a U.S. Citizen (additional information may be required by the Company to confirm that such designee is a U.S. Citizen)

☐  Please check if such designee is a Non-U.S. Citizen.

The undersigned requests that the shares of Common Stock purchased hereby be in registered form in the authorized denominations, registered in such names and delivered, all as specified in accordance with the instructions set forth below, provided that if the shares of Common Stock are evidenced by global securities, the shares of Common Stock shall be registered in the name of the Depository or its nominee.

Dated:                                                                                                                                                                                                                   

NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU (THROUGH THE CLEARING SYSTEM) OF (1) THE WARRANT AGENT’S ACCOUNT AT THE DEPOSITORY TO WHICH YOU MUST DELIVER YOUR WARRANTS ON THE EXERCISE DATE AND (2) THE ADDRESS, PHONE NUMBER AND FACSIMILE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED.

NAME OF DIRECT PARTICIPANT IN THE DEPOSITORY:                                                                                                                    

                                                                                                        (PLEASE PRINT)

ADDRESS:                                                                                                                                                                                                         

CONTACT NAME:                                                                                                                                                                                           

ADDRESS:                                                                                                                                                                                                         

TELEPHONE (INCLUDING INTERNATIONAL CODE):                                                                                                                           

FAX (INCLUDING INTERNATIONAL CODE):                                                                                                                                          

SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):                                                       

ACCOUNT FROM WHICH THE WARRANTS ARE BEING DELIVERED:                                                                                             

DEPOSITORY ACCOUNT NO.:                                                                                                                                                                      

A-3-2

WARRANT EXERCISE NOTICES WILL ONLY BE VALID IF DELIVERED IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH IN THIS NOTIFICATION (OR AS OTHERWISE DIRECTED), MARKED TO THE ATTENTION OF “WARRANT EXERCISE”. WARRANT HOLDER DELIVERING THE WARRANTS, IF OTHER THAN THE DIRECT DTC PARTICIPANT DELIVERING THIS WARRANT EXERCISE NOTICE:

NAME:                                                                                                                                                                                                                

  (PLEASE PRINT)

CONTACT NAME:                                                                                                                                                                                            

TELEPHONE (INCLUDING INTERNATIONAL CODE):                                                                                                                            

FAX (INCLUDING INTERNATIONAL CODE):                                                                                                                                          

SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):                                                       

ACCOUNT TO WHICH THE SHARES OF COMMON STOCK ARE TO BE CREDITED:

DEPOSITORY ACCOUNT NO.:                                                                                                                                                                      

FILL IN FOR DELIVERY OF THE COMMON STOCK, IF OTHER THAN TO THE PERSON DELIVERING THIS WARRANT EXERCISE NOTICE:

NAME:                                                                                                                                                                                                                

  (PLEASE PRINT)

ADDRESS:                                                                                                                                                                                                          

CONTACT NAME:                                                                                                                                                                                            

TELEPHONE (INCLUDING INTERNATIONAL CODE):                                                                                                                            

FAX (INCLUDING INTERNATIONAL CODE):                                                                                                                                           

SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):                                                        

NUMBER OF SHARES OF COMMON STOCK FOR WHICH THE WARRANT IS BEING EXERCISED (ONLY ONE EXERCISE PER WARRANT EXERCISE NOTICE):

A-3-3

Signature:                                                                                                                                                                                                            

Name:                                                                                                                                                                                                                

Capacity in which Signing:                                                                                                                                                                                

Signature Guaranteed

BY:                                                                                                                                                                                                                      

Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent.

A-3-4

EXHIBIT B

FORM OF ASSIGNMENT

(TO BE EXECUTED BY THE REGISTERED HOLDER

IF SUCH HOLDER DESIRES TO TRANSFER A WARRANT)

FOR VALUE RECEIVED, the undersigned registered holder hereby sells, assigns and transfers unto

Name of Assignee

Address of Assignee

Warrants to purchase                      shares of Common Stock held by the undersigned, together with all right, title and interest therein, and does irrevocably constitute and appoint attorney, to transfer such Warrants on the books of the Warrant Agent, with full power of substitution.

Signature

Date

Social Security or Other Taxpayer Identification Number of Assignee

SIGNATURE GUARANTEED BY:

Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent.

B-1

EXHIBIT C

WARRANT SUMMARY

NUMBER OF WARRANTS: Initially, 6,184,046 Warrants, subject to adjustment as described in the Creditor Warrant Agreement dated as of September 4, 2019 between PHI Group, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”) (as supplemented or amended, the “Warrant Agreement”), each of which is exercisable or convertible for one share of the Company’s common stock, par value $0.001 per share. This summary is not complete and reference is made to the Warrant Agreement for the terms of the Warrants. In the event of any conflict, the terms of the Warrant Agreement shall control.

EXERCISE PRICE: $0.001 per Warrant (subject to adjustment as provided in the Warrant Agreement).

HOLDER NOT DEEMED A STOCKHOLDER: Prior to the exercise or conversion of any Warrant, no holder thereof, as such, shall be entitled to any rights of a stockholder of the Company.

U.S. AVIATION LAWS LIMITATIONS ON EXERCISE OR CONVERSION: The right to exercise or convert Warrants is subject to the limitations on ownership of the Common Stock by Non-U.S. Citizens set forth in the Warrant Agreement.

FORM OF SETTLEMENT:

Full Settlement: If Full Physical Settlement is elected, the Company shall deliver, against payment of the Exercise Price, a number of shares of Common Stock equal to the number of Warrants exercised or converted, as such number may be adjusted pursuant to the terms of the Warrant Agreement.

Cashless Conversion: If Cashless Conversion is elected, the Company will withhold from issuance a number of shares of Common Stock issuable upon the conversion of the Warrants which, when multiplied by the Market Price of the Common Stock, is equal to the aggregate price for the number of shares of Common Stock for which the Warrants are being converted at the Exercise Price (assuming the Exercise price for all such shares of Common Stock was being paid in cash), and such withheld shares shall no longer be issuable under the Warrants. The Warrants are also subject to conversion, in whole or in part, at the sole discretion of the Company, as and to the extent provided in the Warrant Agreement.

DATES OF EXERCISE OR CONVERSION: At any time, and from time to time, prior to the Close of Business on the Expiration Date.

EXPIRATION DATE: September 4, 2044.

C-1

EXHIBIT D

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

FEE SCHEDULE TO SERVE AS

WARRANT AGENT FOR

PHI GROUP, INC.

A. FEES FOR SERVICES

Acceptance Fee

Monthly Administration Fee

B. SERVICES COVERED

• Designating an operational team to establish Warrant Agent procedures and duties, including review of draft agreements, offer document, execution of legal agreement, project management, and on-going project updates and reporting

• Establish Warrant Issues under Client’s on American Stock Transfer & Trust Company, LLC’s record keeping system

• Coordinate Warrant transfer and conversion procedures with DTC

• Process transfer and/or conversion requests by issuing certificates

• Tracking and reporting the number of warrants issued, transferred, outstanding and exercised, as required

• Processing Warrants received and converted

• Deposit Warrant conversion checks and incoming wire transfers daily and forward all participant funds to Client

• Providing receipt summation of checks and wire transfers received

• Issuing and mailing stock certificates, DRS share statements and warrants

• Affixing legends to appropriate stock certificates, where applicable

• Replace lost, stolen or destroyed securities in accordance with UCC guidelines and American Stock Transfer & Trust Company, LLC policy (subject to shareholder-paid fee and bond premium)

• Process and post address changes plus mail confirmations if required

• Obtain W-9 and W8-BEN certifications

• Comply with SEC mandated annual lost shareholder search

D-1

• Perform OFAC (Office of Foreign Asset Control) and Patriot Act reporting

• Produce daily transfer reports and post them for online viewing

• ** Payment to DTCC of their Corporate Actions Eligibility Fee for the establishment of the new CUSIP number, as incurred.

The Depository Trust Company (“DTC”) submitted a proposed rule change (File No. SR-DTC-2015-012) to the Securities and Exchange Commission pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934 to implement a fee called the Corporate Actions Eligibility Fee (“New Fee”) that would be charged to the transfer agent of any DTC-eligible security when DTC is requested to make a new CUSIP eligible for DTC services in connection with a corporate action event relating to the security.

The amount of the New Fee is $1,000 per new CUSIP for any security that is made eligible at DTC in connection with a Corporate Action. The proposed rule change was implemented on January 1, 2016.

The full text of the proposed rule change may be obtained by visiting DTCC’s website at http://www.dtcc.com/en/legal/sec-rule-filings.aspx.

C. ITEMS NOT COVERED

• Items not specified in the “Services Covered” section set forth in this Agreement, including any services associated with new duties, legislation or regulatory fiat which become effective after the date of this Agreement (these will be provided on an appraisal basis)

• All out-of-pocket expenses such as telephone line charges, certificates, checks, postage, stationery, wire transfers, etc. (these will be billed as incurred)

• Warrant Agreement subject to review by American Stock Transfer & Trust Company, LLC’s outside counsel. Applicable fees charged as incurred.

D. ASSUMPTIONS

• Fee schedule based upon information known at this time about the transaction Significant changes made in the terms or requirements of this transaction could require modifications to this fee schedule

D-2

EX-10.4

Exhibit 10.4

EQUITY HOLDER WARRANT AGREEMENT

Between

PHI GROUP, INC.,

AS ISSUER,

And

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC,

AS WARRANT AGENT

September 4, 2019

TABLE OF CONTENTS

TABLE OF CONTENTS		I
SECTION 1.	CERTAIN DEFINED TERMS	1
SECTION 2.	APPOINTMENT OF WARRANT AGENT	4
SECTION 3.	ISSUANCE OF WARRANTS; FORM, EXECUTION AND DELIVERY	4
SECTION 4.	TRANSFER OR EXCHANGE	6
SECTION 5.	DURATION AND EXERCISE OF WARRANTS	11
SECTION 6.	ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES PURCHASABLE OR NUMBER OF WARRANTS	16
SECTION 7.	CANCELLATION OF WARRANTS	19
SECTION 8.	MUTILATED OR MISSING WARRANT CERTIFICATES	19
SECTION 9.	MERGER, CONSOLIDATION, ETC.	19
SECTION 10.	RESERVATION OF SHARES; CERTAIN ACTIONS	20
SECTION 11.	NOTIFICATION OF CERTAIN EVENTS; CORPORATE ACTION	20
SECTION 12.	WARRANT AGENT	21
SECTION 13.	SEVERABILITY	26
SECTION 14.	HOLDER NOT DEEMED A STOCKHOLDER	27
SECTION 15.	NOTICES TO COMPANY AND WARRANT AGENT	27
SECTION 16.	SUPPLEMENTS AND AMENDMENTS	27
SECTION 17.	TERMINATION	28
SECTION 18.	GOVERNING LAW AND CONSENT TO FORUM	28
SECTION 19.	WAIVER OF JURY TRIAL	29
SECTION 20.	BENEFITS OF THIS AGREEMENT	29
SECTION 21.	COUNTERPARTS	29
SECTION 22.	HEADINGS	29
SECTION 23.	CONFIDENTIALITY	29

i

SECTION 24.	REPRESENTATIONS	29
SECTION 25.	NO SUSPENSION	30
EXHIBIT A-1 FORM OF FACE OF GLOBAL EQUITY HOLDER WARRANT CERTIFICATE		A-1
EXHIBIT A-2 FORM OF FACE OF INDIVIDUAL WARRANT CERTIFICATE		A-2
EXHIBIT A-3 FORM OF ELECTION TO EXERCISE WARRANT FOR WARRANT HOLDERS HOLDING DIRECT REGISTRATION WARRANTS		A-3
EXHIBIT B FORM OF ASSIGNMENT		B-1
EXHIBIT C WARRANT SUMMARY		C-1
EXHIBIT D AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC FEE SCHEDULE TO SERVE AS WARRANT AGENT FOR PHI GROUP, INC.		D-1

ii

This EQUITY HOLDER WARRANT AGREEMENT (this “Agreement”) is dated as of September 4, 2019, between PHI Group, Inc., a Delaware corporation, as issuer (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”).

W I T N E SS E T H

WHEREAS, in connection with the voluntary petition of relief filed by PHI, INC. and certain of its subsidiaries (collectively, the “Debtors”) under chapter 11 of the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”) to pursue a financial restructuring pursuant to the Third Amended Joint Plan of Reorganization (the “Plan”), which Plan was approved by the Bankruptcy Court on August 2, 2019, the Company has agreed to issue to certain equity holders of the Company at the time of consummation of the restructuring contemplated by the Plan warrants which are exercisable or convertible to purchase up to 1,687,500 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), subject to adjustment as provided herein (the “Warrants”), in each case to the extent there are no limitations on the issuance of Common Stock pursuant to the Warrants as determined by the Company in its reasonable discretion to assure compliance with applicable regulatory requirements;

WHEREAS, the Company desires to engage the Warrant Agent to act on behalf of the Company in connection with the issuance, registration, transfer, exchange, replacement, exercise, conversion and cancellation of the Warrants;

WHEREAS, the Warrant Agent, at the request of the Company, has agreed to act as the agent of the Company in connection with the issuance, transfer, exchange, replacement, exercise and conversion of the Warrants as provided herein; and

WHEREAS, the Company desires to enter into this Agreement to set forth the terms and conditions of the Warrants and the rights of the Holders thereof.

NOW, THEREFORE, in consideration of the premises and mutual agreements herein set forth, the parties hereto agree as follows:

SECTION 1. Certain Defined Terms. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Section.

“Agreement” has the meaning specified in the preamble hereof.

“Appropriate Officer” has the meaning specified in Section 3(c) hereof.

“Business Day” means any date other than a Saturday or a Sunday or a day on which commercial banking institutions in New York City, New York are authorized or required by law to be closed; provided, that in determining the period within which Warrant Certificates or Warrants are to be issued and delivered at a time when shares of Common Stock (or Other Securities) are listed or admitted to trading on any national securities exchange or in the over-the-counter market and in determining the Market Price of any securities listed or admitted to trading on any national securities exchange or in the over-the-counter market, “Business Day” shall mean any day when the principal exchange on which such securities are then listed or admitted to trading is open for trading or, if such securities are traded in the over-the counter market in the United States, such market is open for trading.

1

“Change of Control” means a merger or consolidation of the Company with another entity and as a result of the merger or consolidation less than 50% of the outstanding voting power of the surviving or resulting parent entity shall then be owned in the aggregate by the stockholders of the Company immediately prior thereto.

“Cashless Conversion” has the meaning specified in Section 5(c)(ii) hereof.

“Charter” means, with respect to any Person, such Person’s certificate or articles of incorporation, articles of association or similar organizational document, in each case as may be amended from time to time.

“Common Stock” has the meaning specified in the recitals hereof.

“Depository” has the meaning specified in Section 3(b) hereof.

“Direct Registration Warrant” has the meaning specified in Section 3(a) hereof.

“Effective Date” has the meaning specified in the Plan.

“Excess Shares” has the meaning specified in the Company’s Charter.

“Exchange Act” has the meaning specified in Section 5(m)(iv) hereof.

“Exercise Price” means the initial exercise price for the Warrants as set forth in Section 5(b) hereof, as it may be adjusted from time to time as provided herein.

“Expiration Date” has the meaning specified in Section 5(a) hereof.

“Ex-Date” means, when used with respect to any dividend or distribution declared in respect of the Common Stock or any Other Securities, the first date on which the Common Stock or such Other Securities trade without the right to receive such dividend or distribution.

“Funds” has the meaning specified in Section 12(o) hereof.

“Global Warrant Certificate” has the meaning specified in Section 3(b) hereof.

“Holder” means the registered holder or holders of Warrant Certificates, unless the context otherwise requires.

“Individual Warrant Certificate” has the meaning specified in Section 3(b) hereof.

2

“Market Price” means, with respect to Common Stock or any Other Security, the arithmetic average of the daily VWAP of a share or single unit of such Other Security for the twenty (20) consecutive trading days on which such security traded immediately preceding the date of measurement, or, if such security is not listed or quoted on the New York Stock Exchange, NASDAQ Stock Market or a U.S. national or regional securities exchange, the average of the reported closing bid and asked prices of such security on such dates in the over-the-counter market administered by the OTC Markets Group or in any comparable automated system of quotations of securities prices; provided, however, that if at such date of measurement there is otherwise no established trading market for such security, or such security has been listed, quoted or traded since the Effective Date for less than twenty (20) days, then “Market Price” means the value of such Common Stock or Other Security as determined reasonably and in good faith by the Board of Directors of the Company.

“Non-U.S. Citizen” has the meaning specified in the Company’s Charter.

“Other Securities” or “Other Security” means any stock (other than Common Stock) and other securities of the Company or any other Person that the Holder at any time shall be entitled to receive or shall have received, upon the exercise or conversion of the Warrants, in lieu of or in addition to Common Stock, or that at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or Other Securities.

“Person” means any individual, corporation, limited liability company, partnership, firm, joint venture, association, joint-stock company, trust or other entity.

“Plan” has the meaning specified in the recitals hereof.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Settlement Date” means the date that is the third Business Day after a Warrant Exercise Notice is delivered.

“U.S. Aviation Laws” has the meaning specified in the Company’s Charter.

“U.S. Citizen” has the meaning specified in the Company’s Charter.

“VWAP” means for any trading day, the price for securities (including Common Stock) determined by the daily volume weighted average price per unit of securities for such trading day on the New York Stock Exchange or NASDAQ Stock Market, as the case may be, in each case, for the regular trading session (including any extensions thereof, without regard to pre-open or after hours trading outside of such regular trading session), or if such securities are not listed or quoted on the New York Stock Exchange or NASDAQ Stock Market, as reported by the principal U.S. national or regional securities exchange on which such securities are then listed or quoted, whichever is applicable, as published by Bloomberg at 4:15 P.M., New York City time (or 15 minutes following the end of any extension of the regular trading session), on such trading day.

“Warrant Agent” has the meaning specified in the preamble hereof and any successor Warrant Agent hereunder.

“Warrant Agent Office” has the meaning specified in Section 4(g)(iv) hereof.

“Warrant Certificate” has the meaning specified in Section 3(b) hereof.

3

“Warrant Exercise Notice” has the meaning specified in Section 5(c)(i) hereof.

“Warrant Register” has the meaning specified in Section 3(d) hereof.

“Warrant Shares” has the meaning specified in Section 3(a) hereof.

“Warrant Spread” has the meaning specified Section 6(c) hereof.

“Warrant Statement” has the meaning specified in Section 3(b) hereof.

“Warrants” has the meaning specified in the recitals hereof.

SECTION 2. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the express terms and conditions set forth in this Agreement (and no implied terms and conditions), and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and conditions set forth in this Agreement.

SECTION 3. Issuance of Warrants; Form, Execution and Delivery.

(a) Issuance of Warrants. On the Effective Date or a date that is as soon as reasonably practicable after the Effective Date, the Warrants will be issued by the Company in the amounts and to the recipients specified in or determinable under the Plan. In accordance with Section 4 hereof and the Plan, the Company will cause to be issued to the Depository one or more Global Warrant Certificates evidencing the Warrants to the extent such Warrants are not evidenced by Individual Warrant Certificates or by book-entry registration on the books and records of the Warrant Agent (“Direct Registration Warrants”). In accordance with Section 4 hereof and the Plan, the Company will cause to be issued to the applicable registered Holders, one or more Individual Warrant Certificates evidencing such Warrants or Direct Registration Warrants. Each Direct Registration Warrant and each Warrant evidenced by a Global Warrant Certificate or Individual Warrant Certificate shall entitle the Holder, upon proper exercise and payment or conversion of such Warrant, to receive from the Company, as adjusted as provided herein and subject to (i) the U.S. Aviation Laws limitations on ownership of Warrant Shares by Non-U.S. Citizens set forth in Section 5(m) hereof and (ii) any limitations as determined by the Company in its reasonable discretion to assure compliance with applicable regulatory requirements, if applicable, one share of Common Stock. The shares of Common Stock (as provided pursuant to Section 6 hereof) and/or Other Securities deliverable upon proper exercise or conversion of the Warrants are referred to herein as “Warrant Shares”. The Company shall promptly notify the Warrant Agent in writing upon the occurrence of the Effective Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Warrant Agent, the Warrant Agent may presume conclusively for all purposes that the Effective Date has not occurred.

(b) Form of Warrant. Subject to Section 4 of this Agreement, each of the Warrants shall be issued (i) in the form of one or more global certificates (the “Global Warrant Certificates”) in substantially the form of Exhibit A-1 attached, hereto, with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B attached hereto, (ii) in certificated form in the form of one or more individual certificates (the “Individual Warrant

4

Certificates”) in substantially the form of Exhibit A-2 attached hereto, with the form of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit B-2 attached hereto, and/or (iii) in the form of Direct Registration Warrants reflected on statements issued by the Warrant Agent from time to time to the holders thereof reflecting such book-entry position (the “Warrant Statements”); provided, that any Individual Warrant Certificates or Direct Registration Warrants that are not subject to any vesting requirements or transfer restrictions under applicable securities laws may be exchanged at any time for Global Warrant Certificates representing a corresponding number of Warrants, in accordance with Section 4(d) and the applicable procedures of the Depository and the Warrant Agent. Such Warrant Statements representing Warrants shall include as an attachment thereto the “Warrant Summary” as set forth in Exhibit C attached hereto. The Global Warrant Certificates and Individual Warrant Certificates (collectively, the “Warrant Certificates”) and Warrant Statements may bear such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules and regulations of The Depository Trust Company or any successor thereof (the “Depository”) in the case of the Global Warrant Certificates, with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may be determined, consistently herewith and reasonably acceptable to the Warrant Agent and provided, in each case, that they do not affect the rights, duties, obligations, responsibilities, liabilities or indemnities of the Warrant Agent, by (i) in the case of Warrant Certificates, the Appropriate Officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificates and (ii) in the case of Warrant Statements, any Appropriate Officer. The Global Warrant Certificates shall be deposited on or after the date hereof with the Warrant Agent and registered in the name of Cede & Co. or any successor thereof, as the Depository’s nominee. Each Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

(c) Execution of Warrants. Warrant Certificates shall be signed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its Chief Financial Officer, its Treasurer or any Executive Vice President of the Company (each, an “Appropriate Officer”), and by the Secretary or any Assistant Secretary of the Company. Each such signature upon the Warrant Certificates may be in the form of a facsimile or electronic signature of any such Appropriate Officer, Secretary or Assistant Secretary and may be imprinted or otherwise reproduced on the Warrant Certificates and for that purpose the Company may adopt and use the facsimile or electronic signature of any Appropriate Officer, the Secretary or any Assistant Secretary who shall have been serving as an Appropriate Officer, the Secretary, or an Assistant Secretary at the time of entering into this Agreement or issuing such Warrant Certificate. If any Appropriate Officer, the Secretary or any Assistant Secretary who shall have signed any of the Warrant Certificates shall cease to be such Appropriate Officer, the Secretary or an Assistant Secretary before the Warrant Certificates so signed shall have been countersigned by the Warrant Agent or disposed of by the Company, such Warrant Certificates nevertheless may be countersigned and delivered or disposed of as though such Appropriate Officer, Secretary or Assistant Secretary had not ceased to be such Appropriate Officer, Secretary or Assistant Secretary, and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper Appropriate Officer, Secretary or Assistant Secretary, although at the date of the execution of this Agreement any such person was not such Appropriate Officer, Secretary or Assistant Secretary. Warrant Certificates shall be dated the date of countersignature by the Warrant Agent and shall represent one or more whole Warrants.

5

(d) Countersignature. Upon receipt of a written order of the Company signed by an Appropriate Officer instructing the Warrant Agent to countersign and accompanied by Warrant Certificates duly executed on behalf of the Company, the Warrant Agent, on behalf of the Company, shall countersign one or more Warrant Certificates evidencing the Warrants and shall deliver such Warrant Certificates to or upon such written order of the Company. Such written order of the Company shall specifically state the number of Warrants that are to be represented by such Warrant Certificate and the Warrant Agent may rely conclusively on such order. Each Warrant shall be, and shall remain, subject to the provisions of this Agreement until such time as all of the Warrants evidenced thereby shall have been duly exercised or converted or shall have expired or been canceled in accordance with the terms hereof. Each Holder shall be bound by all of the terms and provisions of this Agreement (a copy of which is available on request to the Secretary of the Company) and any amendments thereto as fully and effectively as if such Holder had signed the same. No Warrant Certificate shall be valid for any purpose, and no Warrant evidenced thereby shall be exercisable or convertible, until such Warrant Certificate has been countersigned by the manual, facsimile or electronic signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that such Warrant Certificate so countersigned has been duly issued hereunder. The Warrant Agent shall keep, at an office designated for such purpose, books (the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, it shall register any Warrant Certificates or Direct Registration Warrants and exchanges and transfers of outstanding Warrants in accordance with the procedures set forth in Section 4 of this Agreement, all in form satisfactory to the Company and the Warrant Agent. The Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the Holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made. Prior to due presentment for registration of transfer or exchange of any Warrant in accordance with the procedures set forth in this Agreement, the Warrant Agent and the Company may deem and treat the person in whose name any Warrant is registered as the absolute owner of such Warrant (notwithstanding any notation of ownership or other writing made in a Warrant Certificate by anyone), for the purpose of any exercise or conversion thereof, any distribution to the Holder thereof and for all other purposes.

SECTION 4. Transfer or Exchange.

(a) Transfer and Exchange of Global Warrant Certificates or Beneficial Interests Therein. The transfer and exchange of Global Warrant Certificates or beneficial interests therein shall be effected through the Depository, in accordance with the terms of this Agreement and the Warrant Certificates and the procedures of the Depository.

6

(b) Exchange of a Beneficial Interest in a Global Warrant Certificate for an Individual Warrant Certificate or Direct Registration Warrant.

(i) Any Holder of a beneficial interest represented by a Global Warrant Certificate may, upon request, exchange such beneficial interest for a Direct Registration Warrant or a Warrant represented by an Individual Warrant Certificate. A transferor of a beneficial interest represented by a Global Warrant Certificate (or the Depository or its nominee on behalf of such transferor) shall, but only to the extent required by the procedures of the Depository in connection with such transfer or exchange, deliver to the Warrant Agent (I) written instructions or such other form of instructions as is customary for the Depository on behalf of any Person having a beneficial interest in a Global Warrant Certificate, and all other reasonably necessary information, and (II) an instruction of transfer in form reasonably satisfactory to the Warrant Agent which, with respect to a transfer of a Global Warrant only, shall be duly authorized in writing and duly executed by the Holder thereof or by such Holder’s attorney. Upon satisfaction of the conditions in this Clause (i) of Section 4(b), the Warrant Agent shall cause, in accordance with the standing instructions and procedures existing between the Depository and the Warrant Agent, the number of Warrants represented by the Global Warrant Certificate to be reduced by the number of Warrants to be represented by an Individual Warrant Certificate or Direct Registration Warrant, as the case may be, to be issued in exchange for the beneficial interest of such Person in the Global Warrant Certificate and, following such reduction, (A) in the case of an exchange for an Individual Warrant Certificate (x) the Company shall issue and the Warrant Agent shall either manually or by facsimile countersign an Individual Warrant Certificate representing the appropriate number of Warrants and (y) the Warrant Agent shall deliver such Individual Warrant Certificate to the registered Holder thereof, or (B) in the case of an exchange for a Direct Registration Warrant, the Warrant Agent shall register such Direct Registration Warrants in accordance with such written instructions from the Depository and deliver to such holder a Warrant Statement.

(ii) Warrants represented by an Individual Warrant Certificate issued in exchange for a beneficial interest in a Global Warrant Certificate pursuant to this Section 4(b) shall be issued in such names as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Warrant Agent. The Warrant Agent shall deliver Individual Warrant Certificates evidencing such issuance to the Persons in whose names such Individual Warrant Certificates are so issued. Direct Registration Warrants issued in exchange for a beneficial interest in a Global Warrant Certificate pursuant to this Section 4(b) shall be registered in such names as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Warrant Agent.

(c) Transfer and Exchange of Individual Warrant Certificates or Direct Registration Warrants. When the registered Holder of an Individual Warrant Certificate or Direct Registration Warrant has presented to the Warrant Agent a written request:

(i) to register the transfer of any Individual Warrant Certificate or Direct Registration Warrant; or

(ii) to exchange any Individual Warrant Certificate or Direct Registration Warrant for a Direct Registration Warrant or an Individual Warrant Certificate, respectively, representing an equal number of Warrants of authorized denominations, the Warrant Agent shall register the transfer or make the exchange as requested if (x) its customary requirements for such transactions are met and (y) such transfer or exchange otherwise satisfies the provisions of this Agreement; provided, however, that the Warrant Agent has received a written instruction of

7

transfer or exchange, as applicable, in form reasonably satisfactory to the Warrant Agent, properly completed and duly executed by the Holder thereof or by his attorney, duly authorized in writing and a written order of the Company signed by an Appropriate Officer authorizing such exchange. A party requesting transfer of Warrants must provide any evidence of authority that may be reasonably required by the Warrant Agent.

(d) Restrictions on Transfer and Exchange of Individual Warrant Certificates or Direct Registration Warrants for a Beneficial Interest in a Global Warrant Certificate. Neither an Individual Warrant Certificate nor a Direct Registration Warrant may be exchanged for a beneficial interest in a Global Warrant Certificate pursuant to this Agreement except upon satisfaction of the requirements set forth below. Upon receipt by the Warrant Agent of appropriate instruments of transfer with respect to an Individual Warrant Certificate or Direct Registration Warrant, in form reasonably satisfactory to the Warrant Agent, together with written instructions directing the Warrant Agent to make, or to direct the Depository to make, an endorsement on the applicable Global Warrant Certificate to reflect an increase in the number of Warrants represented by such Global Warrant Certificate equal to the number of Warrants represented by such Individual Warrant Certificate or Direct Registration Warrant, and all other necessary information, then the Warrant Agent shall cancel such Individual Warrant Certificate or Direct Registration Warrant on the Warrant Register and cause, or direct the Depository to cause, in accordance with the standing instructions and procedures existing between the Depository and the Warrant Agent, the number of Warrants represented by such Global Warrant Certificate to be increased accordingly. If no Global Warrant Certificates are then outstanding, the Company shall issue and the Warrant Agent shall either manually or by facsimile countersign a new Global Warrant Certificate representing the appropriate number of Warrants. Any such transfer shall be subject to the Company’s prior written approval.

(e) Restrictions on Transfer and Exchange of Global Warrant Certificates. Notwithstanding any other provisions of this Agreement (other than the provision set forth in Section 4(f)), a Global Warrant Certificate may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.

(f) Cancellation of Warrant Certificate.

(i) At such time as all beneficial interests in Warrant Certificates and Direct Registration Warrants have been exchanged for Common Stock in accordance herewith, redeemed, repurchased or cancelled, all Warrant Certificates shall be returned to, or cancelled and retained pursuant to applicable law by, the Warrant Agent, upon written instructions from the Company reasonably satisfactory to the Warrant Agent.

(ii) If at any time:

(A) the Depository for the Global Warrant Certificates notifies the Company that the Depository is unwilling or unable to continue as Depository for the Global Warrant Certificates and a successor Depository for the Global Warrant Certificates is not appointed by the Company within 90 days after delivery of such notice; or

8

(B) the Company, in its sole discretion, notifies the Warrant Agent in writing that it elects to exclusively cause the issuance of Individual Warrant Certificate and Direct Registration Warrants under this Agreement;

then the Warrant Agent, upon written instructions signed by an Appropriate Officer of the Company, shall register Individual Warrants Certificates and Direct Registration Warrants, in an aggregate number equal to the number of Warrants represented by the Global Warrant Certificates, in exchange for such Global Warrant Certificates.

(g) Obligations with Respect to Transfers and Exchanges of Warrants.

(i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, either by manual or facsimile signature, in accordance with the provisions of this Section 4, Warrant Certificates, as required pursuant to the provisions of this Section 4.

(ii) All Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange.

(iii) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (a) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests.

(iv) The Warrant Agent shall register the transfer of any outstanding Warrants in the Warrant Register at the Warrant Agent Office designated for such purpose (the “Warrant Agent Office”) upon (a) receipt of all information required to be delivered hereunder, (b) if applicable, surrender of duly endorsed Warrant Certificates representing such Warrants, and (c) receipt of a completed form of assignment duly authorized in writing substantially in the form attached as Exhibit B hereto, as the case may be, duly signed by the Holder thereof or by the duly appointed legal representative thereof or by such Holder’s attorney, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level reasonably acceptable to the Warrant Agent. Upon any such registration of transfer, a new Warrant Certificate or Warrant Statement, as the case may be, shall be issued to the transferee.

(v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of Common Stock.

9

(h) Definitive Warrants.

(i) Beneficial interests represented by a Global Warrant Certificate deposited with the Depositary or with the Warrant Agent pursuant to Section 3(b) shall be transferred to each beneficial owner thereof in the form of Warrant Certificates in a definitive form that is not deposited with the Depositary or with the Warrant Agent as custodian for the Depositary (“Definitive Warrants”) evidencing a number of Warrants equivalent to such owner’s beneficial interest in such Global Warrant Certificate, in exchange for such Global Warrant Certificate, only if such transfer complies with Section 4(a) and (i) the Depositary notifies the Company in writing that it is unwilling or unable to continue as Depositary for such beneficial interests represented by such Global Warrant Certificate or if at any time the Depositary ceases to be a “clearing agency” registered under the Securities Exchange Act, and, in each such case, a successor Depositary is not appointed by the Company within 90 days of such notice, (ii) the Company, in its sole discretion, notifies the Warrant Agent in writing that it elects to cause the issuance of Definitive Warrants under this Agreement, or (iii) upon the request of any Holder, if the Company shall be adjudged bankrupt or insolvent or makes an assignment for the benefit of its creditors or institutes proceedings to be adjudicated a bankrupt or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under federal bankruptcy laws or any other similar applicable federal or state law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if a public officer shall have taken charge or control of the Company or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation.

(ii) Any beneficial interests represented by a Global Warrant Certificate that are transferable to the beneficial owners thereof in the form of Definitive Warrants pursuant to this Section 4(h) shall be surrendered by the Depositary to the Warrant Agent, to be so transferred, in whole or from time to time in part, without charge, and the Warrant Agent shall if directed by an Officer of the Company countersign, by either manual or facsimile signature, and deliver to each beneficial owner in the name of such beneficial owner, upon such transfer of each portion of such beneficial interests represented by a Global Warrant Certificate, Definitive Warrants evidencing a number of Warrants equivalent to such beneficial owner’s beneficial interest in the Global Warrant Certificate. The Warrant Agent shall register such transfer in the Registry, and upon such transfer the surrendered Global Warrant Certificate shall be cancelled by the Warrant Agent.

(iii) All Definitive Warrants issued upon registration of transfer pursuant to this Section 4(h) shall be the valid obligations of the Company, evidencing the same obligations of the Company and entitled to the same benefits under this Agreement and the Global Warrant Certificate surrendered for registration of such transfer.

(iv) Subject to the provisions of Section 4(h)(ii), the registered Holder of a Global Warrant Certificate may grant proxies and otherwise authorize any Person to take any action that such Holder is entitled to take under this Agreement or the Warrants.

(v) In the event of the occurrence of any of the events specified in Section 4(h)(i), the Company will promptly make available to the Warrant Agent a reasonable supply of Definitive Warrants necessary to comply with this Agreement in definitive, fully registered form.

10

(vi) Neither the Company nor the Warrant Agent shall be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary.

SECTION 5. Duration and Exercise of Warrants.

(a) Expiration Date. The Warrants may be exercised only during the period commencing on the Effective Date and expiring on the third (3rd) anniversary of the date that the Warrants are issued (the “Expiration Date”). After 5:00 p.m. New York City time on the Expiration Date, the Warrants will become void and without further legal effect, and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time.

(b) Exercise Price. On and after the Effective Date, the Exercise Price for the Warrants shall be $24.98 per share (subject to adjustment as provided herein).

(c) Manner of Exercise.

(i) Cash Payment. Subject to the provisions of this Agreement, including the U.S. Aviation Laws limitations on ownership of Warrant Shares by Non-U.S. Citizens set forth in Section 5(m) hereof and the adjustments contained in Section 6 hereof, each Warrant shall entitle the Holder thereof to purchase from the Company one fully paid and nonassessable share of Common Stock at the Exercise Price. All or any of the Warrants represented by a Warrant Certificate or in the form of Direct Registration Warrants may be exercised by the registered Holder thereof during normal business hours on any Business Day, by delivering (A) written notice of such election (“Warrant Exercise Notice”) to exercise Warrants to the Company (at the address set forth in Section 15) and the Warrant Agent at the Warrant Agent Office, no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall be (i) substantially in the “Form of Election” set forth in Exhibit A-1, in the case of Warrants represented by a Global Warrant Certificate, (ii) substantially in the “Form of Election” set forth in Exhibit A-2, in the case of Warrants represented by Individual Warrant Certificates and (iii) substantially in the form set forth in Exhibit A-3, in the case of Direct Registration Warrants; and (B) by no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date, such Warrants to the Warrant Agent (by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate). Such Warrant Certificate (if such Warrant is represented by a certificate) and the documents referred to in clauses (A) and (B) of the immediately preceding sentence shall be accompanied by payment in full in respect of each Warrant that is exercised, which shall be made by delivery of a certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer to an account specified in writing by the Company or the Warrant Agent in immediately available funds. Such payment shall be in an amount equal to the product of the number of shares of Common Stock designated in such Warrant Exercise Notice multiplied by the Exercise Price for the Warrants being exercised, in each case as adjusted herein. Upon such surrender and payment, such Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares as set forth in Section 5(d) and Section 5(h).

11

(ii) Cashless Conversion. Subject to the provisions of this Agreement, the Holder shall have the right, in lieu of paying the Exercise Price of Warrants in cash, to instruct the Company in writing to reduce the number of shares of Common Stock issuable pursuant to the conversion of such Warrants (the “Cashless Conversion”) in accordance with the following formula:

X = Y(A – B) ÷ A

where:

X = the number of Warrant Shares to be issued to the Holder upon conversion of the Warrants;

Y = the total number of Warrant Shares for which the Holder has elected to exercise the applicable Warrants;

A = the Market Price of one Warrant Share determined as of the Business Day immediately preceding the day the Warrant Exercise Notice is delivered to the Warrant Agent; and

B = the exercise price which would otherwise be payable in cash for one Warrant Share determined as of the Business Day immediately preceding the day the Warrant Exercise Notice is delivered to the Warrant Agent.

If the Exercise Price of the aggregate number of Warrants being converted exceeds the Market Price at the time of such conversion of the aggregate number of Warrant Shares issuable upon such conversion, then no Warrant Shares will be issuable via the Cashless Conversion. The Holder shall effect a Cashless Conversion by indicating on a duly executed Warrant Exercise Notice that the Holder wishes to effect a Cashless Conversion. Upon receipt of such election to effect a Cashless Conversion, the Warrant Agent will promptly request the Company to confirm the number of Warrant Shares issuable in connection with the Cashless Conversion. The Company shall calculate and transmit to the Warrant Agent in a written notice the number of Warrant Shares issuable in connection with any Cashless Conversion.

(d) The number of Warrant Shares to be issued on such exercise or conversion will be determined by the Company (with written notice thereof to the Warrant Agent) in accordance with Section 5(c). For the avoidance of doubt, the number of Warrant Shares determined pursuant to Section 5(c) shall, if not a whole number, be rounded up to the nearest whole number. The Warrant Agent shall have no duty or obligation to investigate or confirm whether the Company’s determination of the number of Warrant Shares to be issued on such exercise or conversion is accurate or correct, nor shall the Warrant Agent have any duty or obligation to take any action with regard to such warrant exercise or conversion prior to being notified by the Company of the relevant number of Warrant Shares to be issued.

(e) Except as otherwise provided herein, any exercise or conversion of a Warrant pursuant to the terms of this Agreement shall be irrevocable and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with its terms.

12

(f) Upon receipt of a Warrant Exercise Notice pursuant to Section 5(c), the Warrant Agent shall:

(i) examine all Warrant Exercise Notices and all other documents delivered to it by or on behalf of Holders as contemplated hereunder to ascertain whether, on their face, such Warrant Exercise Notices and any such other documents have been executed and completed in accordance with their terms;

(ii) endeavor to inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between the Warrant Exercise Notices received and delivery of Warrants to the Warrant Agent’s account;

(iii) advise the Company, no later than five Business Days after receipt of a Warrant Exercise Notice, of (a) the receipt of such Warrant Exercise Notice and, subject to Company’s approval, the number of Warrants to be exercised or converted in accordance with the terms of this Agreement, (b) the instructions with respect to delivery of the shares of Common Stock deliverable upon such exercise or conversion, subject to the timely receipt from the Depository of the necessary information, and (c) such other information as the Company shall reasonably require;

(iv) liaise with the Depository and effect such delivery to the relevant accounts at the Depository in accordance with its requirements, if requested by the Company with the delivery of the Common Stock and all other necessary information by or on behalf of the Company for delivery to the Depository; and

(v) notify the Company each month of the amount of any funds received by the Warrant Agent for payment of the aggregate Exercise Price in a given month and, at the Company’s option and upon the Company’s written notice to the Warrant Agent, either apply such funds against any fees incurred by Warrant Agent under this Agreement or forward all such funds by the fifth (5th) Business Day of the following month by wire transfer to an account designated by the Company, provided that the Company shall pay Warrant Agent wire transfer fees for each such wire pursuant to the fee schedule attached hereto.

(g) All questions as to the validity, form and sufficiency (including time of receipt) of a Warrant exercise or conversion shall be determined by the Company in its reasonable discretion in good faith. The Company reserves the right to reject any and all Warrant Exercise Notices that it reasonably determines are not in proper form or for which any corresponding agreement by the Company to exchange would, in the reasonable opinion of the Company, be unlawful as determined in good faith. Such determination by the Company shall be final and binding on the Holders absent manifest error. Moreover, the Company reserves the absolute right to waive any of the conditions to the exercise or conversion of Warrants or defects in Warrant Exercise Notices with regard to any particular exercise or conversion of Warrants. Neither the Company nor the Warrant Agent shall be under any duty to give notice to the Holders of any irregularities in any exercise or conversion of Warrants, nor shall they incur any liability for the failure to give such notice.

13

(h) As soon as reasonably practicable after the exercise or conversion of any Warrant (and in any event not later than 10 Business Days thereafter), the Company shall issue, or otherwise deliver, in authorized denominations to or upon the order of the Holder, either: (A) if such Holder holds the Warrants being exercised or converted through the Depository’s book-entry transfer facilities, by same-day or next-day credit to the Depository for the account of such Holder or for the account of a participant in the Depository the number of Warrant Shares to which such Holder is entitled, in each case registered in such name and delivered to such account as directed in the Warrant Exercise Notice by such Holder or by the direct participant in the Depository through which such Holder is acting; (B) if such Holder holds the Warrants being exercised or converted in the form of Individual Warrant Certificates, a book-entry interest in the number of Warrant Shares to which such Holder is entitled on the books of the Company’s transfer agent or, at the Company’s option, by delivery to the address designated by such Holder in its Warrant Exercise Notice of a physical certificate or certificates representing the number of Warrant Shares to which such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such Holder; or (C) if such Holder holds the Warrants being exercised or converted in the form of Direct Registration Warrants, a book-entry interest in the number of Warrant Shares to which such Holder is entitled on the books and records of the Company’s transfer agent. Such Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the close of business on the date of the delivery thereof.

If fewer than all of the Warrants evidenced by a Global Warrant Certificate surrendered upon the exercise or conversion of Warrants are exercised or converted at any time prior to the Expiration Date, the Warrant Agent shall cause a notation to be made to the records maintained by the Depository. The Person in whose name any certificate or certificates, or any Warrant Exercise Notice, for the Warrant Shares are to be issued (or such Warrant Shares are to be registered, in the case of a book-entry transfer) upon exercise or conversion of a Warrant shall be deemed to have become the holder of record of such Warrant Shares on the date such Warrant Exercise Notice is delivered.

(i) Notwithstanding any adjustment pursuant to Section 6 in the number of Warrant Shares purchasable upon the exercise or conversion of a Warrant, the Company shall not be required to issue Warrants to purchase fractions of Warrant Shares, or to issue fractions of Warrant Shares upon exercise or conversion of the Warrants, or to distribute certificates which evidence fractional Warrant Shares. Subject to Section 5(d), in the event of an adjustment that results in a Warrant becoming exercisable or convertible for fractional Warrant Shares, the number of Warrant Shares subject to such Warrant shall be adjusted upward or downward to the nearest whole number of Warrant Shares or Other Securities (with one half or less rounded down). All Warrants held by a Holder shall be aggregated for purposes of determining any such adjustment.

(j) If all of the Warrants evidenced by a Warrant Certificate have been exercised or converted, such Warrant Certificate shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificate shall then be disposed of by or at the direction of the Company in accordance with applicable law. The Warrant Agent shall confirm such information to the Company in writing as promptly as practicable.

14

(k) The Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect to, the issuance or delivery of Warrant Shares upon exercise or conversion of Warrants.

(l) The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder for a period beginning on the date of this Agreement and ending no earlier than the first anniversary of the Expiration Date.

(m) U.S. Aviation Laws Limitations on Warrant Exercise. Notwithstanding any of the other provisions of this Agreement, in order to facilitate the Company’s compliance with the U.S. Aviation Laws concerning the ownership of the Common Stock by Non-U.S. Citizens with regard to its continuing ability to own aircraft registered in the United States and to comply with obligations of the Company under contracts that it may enter into from time to time with the United States Government:

(i) At the time of any proposed exercise or conversion of any Warrant, its Holder shall advise the Company whether or not it (or, if not the Holder, the Person that the Holder has designated to receive the Warrant Shares issuable upon exercise or conversion of such Warrant) is a U.S. Citizen. The Company may require a Holder (or, if not the Holder, the Person that the Holder has designated to receive the Warrant Shares issuable upon exercise or conversion of such Warrant) to provide it with such documents and other information as it may request as reasonable proof confirming that the Holder (or, if not the Holder, the Person that the Holder has designated to receive the Warrant Shares issuable upon exercise or conversion of such Warrant) is a U.S. Citizen.

(ii) Any Holder that cannot establish to the Company’s reasonable satisfaction that it (or, if not the Holder, the Person that the Holder has designated to receive the Warrant Shares issuable upon exercise or conversion of any Warrant) is a U.S. Citizen may not exercise or convert any Warrant to the extent the Warrant Shares deliverable upon exercise or conversion of such Warrant would constitute Excess Shares if they were issued, which shall be determined by the Company in its sole discretion at the time of any proposed exercise or conversion of such Warrant. In such event, the Company shall advise the Holder that its Warrant Exercise Notice will be processed at such time as the Warrant Shares deliverable upon exercise or conversion of such Warrant would not constitute Excess Shares if they were issued, which shall be determined by the Company in its sole discretion. Any Warrant Exercise Notice which is delayed for processing because of U.S. Aviation Laws limitations and which subsequently becomes eligible for processing will be processed in the order that it is received by the Warrant Agent, provided that such Warrant Exercise Notice has been submitted in proper form and in full compliance with this Agreement, and the Holder of all Warrants pending exercise shall be deemed to continue to be the owner of such Warrants.

(iii) Any sale, transfer or other disposition of any Warrant Shares issuable upon exercise or conversion by any Holder that is a Non-U.S. Citizen to a Person who is a U.S. Citizen must be a complete transfer of such Holder’s interests in such Warrant Shares issuable upon exercise or conversion to such Person with the transferor retaining no ownership of the underlying Warrant Shares nor any ability to direct or control such Person. The foregoing restriction shall also apply to any Person that the Holder has designated to receive the Warrant Shares issuable upon exercise or conversion of any Warrant.

15

(iv) If at any time the Company either ceases to be a reporting company under the Securities and Exchange Act of 1934 or the rules thereunder (the “Exchange Act”), or fails to timely file any amendments to its Charter as required by the Exchange Act, the Company shall provide the Warrant Agent with the then current copy of the Company’s Charter or (at the Company’s option) an excerpt from the Company’s Charter containing then current version of Section 4 of Article FOURTH entailing ownership and restrictions on ownership and upon the request of any Holder the Warrant Agent shall provide such copy or excerpt to such Holder; provided, that, in each case, the Company and/or the Warrant Agent shall be obligated to provide such copy or excerpt only (A) following amendments to such article and (B) to the extent such copy or excerpt is not (or will not be) publicly filed or otherwise made available in a format such that Holders can rely on the publicly available copy as the then most current copy or excerpt.

(v) Notwithstanding anything herein to the contrary, in the event the U.S. Aviation Laws are repealed or amended so that the ownership of the Common Stock by Non-U.S. Citizens is no longer restricted in any way, the provisions of this Section 5(m) shall no longer apply to any Holder or Warrant.

(n) Cost Basis Information.

(i) In the event of a cash exercise of Warrants, the Company hereby instructs the Warrant Agent to record cost basis for newly issued shares as reasonably determined by the Company prior to processing.

(ii) In the event of a Cashless Conversion of Warrants, the Company shall provide the cost basis for shares issued pursuant to such Cashless Conversion at the time the Company confirms the number of Warrant Shares issuable in connection with such Cashless Conversion to the Warrant Agent pursuant to Section 5(d) hereof.

SECTION 6. Adjustment of Exercise Price and Number of Shares Purchasable or Number of Warrants.

(a) Stock Dividends, Subdivisions and Combinations of Shares. If after the date hereof the number of outstanding shares of Common Stock is increased by a share dividend or share distribution to all holders of Common Stock, in each case payable in shares of Common Stock, or by a subdivision, combination or other reclassification of shares of Common Stock, then, in any such event, the number of shares of Common Stock issuable for each Warrant will be adjusted as follows (and any other appropriate actions shall be taken by the Company): Warrant Shares issuable pursuant to a valid exercise or conversion of Warrants immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Company) so that each Holder shall be entitled to receive upon the exercise or conversion of its Warrant the number of Warrant Shares that such Holder would have owned or would have been entitled to receive upon or by reason of such event had such Warrant had been exercised or converted immediately prior to the occurrence of such event. Any adjustment made pursuant to this Section 6(a) shall become effective retroactively (i) in the case of any such dividend or distribution, to the date immediately

16

following the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution or (ii) in the case of any such subdivision, combination or reclassification, to the close of business on the date on which such corporate action becomes effective. A distribution to holders of the Common Stock of rights expiring less than thirty (30) calendar days after the issuance thereof entitling holders to purchase shares of Common Stock at a price per share less than the Market Price as of the record date fixed for the determination of holders of Common Stock entitled to receive such rights shall be deemed a dividend of a number of shares of Common Stock equal to the product of (i) the number of shares of Common Stock actually issued in such distribution (or actually issued under any issued rights that are convertible into or exercisable for the Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid to exercise such rights divided by (y) the Market Price on such record date, and the amount of Common Stock issuable for each Warrant will be adjusted in accordance with the foregoing sentence. For purposes of this Section 6(a), if the rights constitute securities convertible into or exercisable for Common Stock, in determining the price payable for Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion.

(b) Distributions. If after the date hereof until two (2) years after the date hereof the Company shall distribute to all holders of its shares of Common Stock cash or other assets, but excluding any dividend or other distribution payable in shares of Common Stock for which adjustment is made under Section 6(a), then in each such case the Warrant Shares issuable upon exercise or conversion of each Warrant outstanding immediately following the close of business on the record date for such distribution shall be increased to an amount determined by multiplying the number of Warrant Shares issuable immediately prior to such record date by a fraction, the numerator of which is the Market Price of a share of Common Stock on the trading day immediately prior to the Ex-Date and the denominator of which is (1) the Market Price of a share of Common Stock on the trading day immediately prior to the Ex-Date less (2) (x) the amount of cash and (y) the Market Price of the assets, evidences of indebtedness and securities so distributed or of such subscription rights per share of Common Stock outstanding on the trading day immediately prior to the Ex-Date (determined for such purpose on the basis of the aggregate assets, evidences of indebtedness and/or rights distributed with respect to one share of Common Stock as if, for purposes of the definition of “Market Price”, such assets, evidences of indebtedness, securities and/or rights were an “Other Security” as defined herein) (as reasonably determined by the Board of Directors of the Company, whose determination shall be conclusive, and described in a statement filed with the Warrant Agent). Such adjustments shall be made whenever any such distribution is made, and shall become effective retroactively on the date immediately after the record date for the determination of stockholders entitled to receive such distribution.

(c) Adjustments for Mergers and Consolidations. In case the Company, after the date hereof, shall merge, consolidate or otherwise engage in a recapitalization, reclassification, reorganization or business combination with another Person (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any change in the shares of Common Stock), then, in the case of any such transaction, then the Company will take the appropriate provisions in Section 9.

17

(d) Other Changes. If, at any time or from time to time after the issuance of this Warrant but prior to the exercise or conversion hereof, the Company shall take any action which (i) affects the Common Stock and (ii) is similar to, or has an effect similar to, any of the actions described in any of Sections 6(a)-(b) (but not including any action described in any such Section) then, and in each such case, such number shall be adjusted in such manner and at such time as the Board of Directors of the Company in good faith determines would be equitable under such circumstances such that the economic benefits of such action that would accrue to the stockholders of the Company would as nearly as practicable also accrue to the Holders, which determination shall be evidenced in a resolution of the Board of Directors, a certified copy of which shall be mailed by the Warrant Agent (upon the written instruction and expense of the Company) to each of the relevant Holders.

(e) Notice of Adjustment. Whenever the Warrant Shares issuable or the rights of the Holder shall be adjusted or proposed to be adjusted as provided in this Section 6, the Company shall forthwith file with the Warrant Agent a statement, signed by an Appropriate Officer, stating in detail the facts requiring such adjustment, the Exercise Price that will be effective after such adjustment, the impact of such adjustment on the number and kind of securities issuable upon exercise or conversion of the Warrants, the record date with respect to any such action, if applicable, and the approximate date on which such action is to take place. In the case of any action which would require the fixing of a record date, such notice shall be given at least 10 days prior to the date so fixed, and in case of all other action, such notice shall be given at least 20 days prior to the taking of such proposed action. Until such notices or statements are received by the Warrant Agent, the Warrant Agent may presume conclusively for all purposes that no such adjustment has occurred. The Company shall also cause a notice setting forth the same information as set forth above to be sent by mail, first class, postage prepaid, to each registered Holder at its address appearing on the Warrant Register. The Company shall, within 40 days following the event requiring any such adjustment, deliver to the Warrant Agent a certificate, signed by an Appropriate Officer, which (a) sets forth in reasonable detail (i) the event requiring such adjustment and (ii) the method by which such adjustment was calculated and (b) specifies any adjustments to the Warrants in effect following such event.

(f) No Change in Warrant Terms on Adjustment. Irrespective of any adjustments in the number of Warrant Shares (including any inclusion of Other Securities) issuable upon exercise or conversion, Warrants theretofore or thereafter issued may continue to express the same prices and number of Warrant Shares as are stated in the similar Warrants issuable initially, or at some subsequent time, pursuant to this Agreement, and the number of Warrant Shares issuable upon exercise or conversion specified thereon shall be deemed to have been so adjusted.

(g) Treasury Shares. Shares of Common Stock at any time owned by the Company shall not be deemed to be outstanding for the purposes of any computation under this Section 6.

(h) Deferral or Exclusion of Certain Adjustments. No adjustment to the Warrant Shares issuable shall be required hereunder unless such adjustment together with other adjustments carried forward (as provided below), would result in an increase or decrease of at least one percent (1%) of the applicable Warrant Shares issuable; provided, that any adjustments which by reason of this Section 6(h) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. No adjustment need be made for a change in the par value of the shares of Common Stock. All calculations under this Section 6(h) shall be made to the nearest one one-thousandth (1/1,000) of one cent ($0.01) or to the nearest one one-thousandth (1/1,000) of a share, as the case may be. Notwithstanding anything herein to the contrary, no adjustments under this Section 6 shall be made to a Holder’s Warrant(s) if the Company receives written notice from a Holder that no such adjustment is required.

18

(i) Proceedings Prior to Any Action Requiring Adjustment. As a condition precedent to the taking of any action which would require an adjustment pursuant to this Section 6, the Company shall promptly take (and shall be permitted by the Holders to take) any action which may be necessary, including obtaining any applicable national securities exchange or stockholder approvals or exemptions, in order that the Company may thereafter validly and legally issue as fully paid and nonassessable all Warrant Shares that a Holder is entitled to receive upon exercise of a Warrant pursuant to this Section 6.

SECTION 7. Cancellation of Warrants. The Warrant Agent shall cancel all Warrant Certificates surrendered for exchange, substitution or transfer in whole or in part. Such cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent upon written instructions from the Company reasonably satisfactory to the Warrant Agent and such Direct Registration Warrants shall be canceled by appropriate notation on the Warrant Register.

SECTION 8. Mutilated or Missing Warrant Certificates. Upon receipt by the Company and the Warrant Agent from any Holder of evidence reasonably satisfactory to them of the ownership of and the loss, theft, destruction or mutilation of such Holder’s Warrant Certificate and a surety bond or indemnity reasonably satisfactory to them and holding the Warrant Agent and Company harmless, and in case of mutilation upon surrender and cancellation thereof, and absent notice to Warrant Agent that such Warrant Certificates have been acquired by a bona fide purchaser, the Company will execute and the Warrant Agent will countersign and deliver in lieu thereof a new Warrant Certificate of like tenor and representing an equal number of Warrants to such Holder; provided, that in the case of mutilation, no bond or indemnity shall be required if such Warrant Certificate in identifiable form is surrendered to the Company or the Warrant Agent for cancellation. Upon the issuance of any new Warrant Certificate under this Section 8, the Company may require the payment of a sum sufficient to cover any stamp tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the reasonable fees and expenses of the Warrant Agent) in connection therewith. Every new Warrant Certificate executed and delivered pursuant to this Section 8 in lieu of any lost, stolen, destroyed or mutilated Warrant Certificate shall be entitled to the same benefits of this Agreement equally and proportionately with any and all other Warrant Certificates, whether or not the allegedly lost, stolen or destroyed Warrant Certificate shall be at any time enforceable by anyone. The provisions of this Section 8 are exclusive and shall preclude (to the extent lawful) all other rights or remedies with respect to the replacement of lost, stolen, destroyed or mutilated Warrant Certificates.

SECTION 9. Merger, Consolidation, Etc. In connection with any merger or consolidation prior to the Expiration Date that results in a Change of Control, the Company shall make appropriate provision to ensure that the Holders shall have the right to receive, thirty (30) Business Days prior to consummation of such transaction, a notice of such transaction and given the option to exercise their Warrant and, (i) if such Warrant is not exercised upon the consummation of such transaction, then such Warrant will be automatically terminated in accordance with Section 17 and (ii) the Holders may revoke their exercise if the transaction is not consummated and the agreement

19

governing the merger or consolidation is terminated. If at any time, while Warrants are outstanding and unexpired, there shall be a merger or consolidation that does not result in a Change of Control, lawful provision shall be made so that the Holders shall thereafter be entitled to receive a number of warrants issued by the successor entity resulting from such merger or consolidation of equivalent value that such Holder would have been entitled to hold in the Company had such merger or consolidation not occurred. Any Warrants outstanding and unexpired shall be cancelled upon issuance of the warrants by the successor entity.

SECTION 10. Reservation of Shares; Certain Actions.

(a) Reservation of Shares. The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock (or out of authorized Other Securities), solely for issuance and delivery upon exercise or conversion of Warrants, the full number of Warrant Shares from time to time issuable upon the exercise or conversion of all Warrants and any other outstanding warrants, options or similar rights, from time to time outstanding. All Warrant Shares shall be duly authorized and, when issued upon such exercise or conversion of the Warrants, shall be duly and validly issued, and (if applicable) fully paid and nonassessable, free from all taxes, liens, charges, security interests, encumbrances and other restrictions created by or through the Company and issued without violation (i) of any preemptive or similar rights of any stockholder of the Company and (ii) by the Company of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Warrant Shares may be listed at the time of such exercise or conversion.

(b) Certain Actions. Before taking any action that would cause an adjustment pursuant to Section 6 effectively reducing the per share Exercise Price below the then par value (if any and if applicable) of the Warrant Shares issuable upon exercise or conversion of the Warrants, the Company will take any reasonable corporate action that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares at such Exercise Price as so adjusted.

SECTION 11. Notification of Certain Events; Corporate Action.

(a) In the event of:

(i) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution of any kind, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right or interest of any kind, or any other event referred to in Section 6(a) or (b); or

(ii) (A) any reclassification of the capital shares of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a subdivision or combination), (B) the consolidation or merger of the Company with or into any other corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any change in the shares of Common Stock), (C) the sale or transfer of the properties and assets of the Company as, or substantially as, an entirety to another Person, or (D) an exchange offer for Common Stock (or Other Securities); or

(iii) the voluntary or involuntary dissolution, liquidation, or winding up of the Company;

20

the Company shall cause to be filed with the Warrant Agent and mailed to each Holder a notice specifying (x) the date or expected date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of any such dividend, distribution or right, or if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, or right are to be determined, and the amount and character of such dividend, distribution or right, or (y) the date or expected date on which any such reorganization, reclassification, consolidation, merger, sale, transfer, exchange offer, dissolution, liquidation or winding up is expected to become effective, and the time, if any such time is to be fixed, as of which holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for the securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, transfer, exchange offer, dissolution, liquidation or winding up. Such notice shall be delivered not less than ten (10) calendar days prior to such date therein specified, in the case of any such date referred to in clause (x) of the preceding sentence, and not less than twenty (20) calendar days prior to such date therein specified, in the case of any such date referred to in clause (y) of the preceding sentence.

(b) Failure to give the notice contemplated by Section 11(a) hereof within the time provided or any defect therein shall not affect the legality or validity of any such action.

(c) The Company agrees that, for so long as any Warrants are outstanding, it shall not increase the par value of the Common Stock or amend or modify its Charter or by-laws in a manner that would prevent the Company from issuing the Common Stock issuable upon exercise of the Warrants. The Company shall not, and shall not permit or cause any of its subsidiaries to, take any action to avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, including through any amendment of its Charter and by-laws (and any equivalent organizational documents of its subsidiaries) or any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities. The Company shall in good faith assist in the carrying out of all the provisions of this Warrant Agreement and in taking of all such action as may be necessary or appropriate in order to protect the rights of each Holder.

SECTION 12. Warrant Agent. The Warrant Agent undertakes the duties and obligations expressly imposed by this Agreement upon the terms and conditions set forth in this Section 12.

(a) Limitation on Liability. The Warrant Agent shall not by countersigning Warrant Certificates or by any other act hereunder be accountable with respect to or be deemed to make any representations as to the validity or authorization of the Warrants or the Warrant Certificates (except as to its countersignature thereon), as to the validity, authorization or value (or kind or amount) of any Warrant Shares or other property delivered or deliverable upon exercise or conversion of any Warrant, or as to the purchase price of such Warrant Shares or other property. The Warrant Agent shall not (i) be liable for any recital or statement of fact contained herein or in the Warrant Certificates or for any action taken, suffered or omitted by the Warrant Agent in the belief that any Warrant Certificate or any other document or any signature is genuine or properly

21

authorized unless such action or omission was taken or omitted to be taken in bad faith, gross negligence or willful misconduct (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), (ii) be responsible for determining (x) compliance by any Person with the provisions set forth in Section 5(m) or (y) whether any facts exist that may require any adjustment of the Exercise Price and the number of Warrant Shares, or with respect to the nature or extent of any such adjustments when made, or with respect to the method of adjustment employed, (iii) be responsible for any failure on the part of the Company to issue, transfer or deliver any Warrant Shares or property upon the surrender of any Warrant for the purpose of exercise or conversion or to comply with any other of the Company’s covenants and obligations contained in this Agreement or in the Warrant Certificates or (iv) be liable for any action taken, suffered or omitted to be taken in connection with this Agreement, except for its own bad faith, gross negligence or willful misconduct (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction) for which the Warrant Agent shall be liable. Notwithstanding anything in this Agreement to the contrary, in no event shall the Warrant Agent be liable for special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of the loss or damage and regardless of the form of the action. Notwithstanding anything to the contrary stated herein, any liability of the Warrant Agent under this Agreement shall be limited to the lesser of (i) the amount of fees, but not including reimbursable expenses, paid by the Company to the Warrant Agent during the twenty-four (24) months immediately preceding the event for which recovery from the Warrant Agent is being sought and (ii) $50,000.

(b) Instructions. The Warrant Agent is hereby authorized to accept advice or instructions with respect to the performance of its duties hereunder from an Appropriate Officer and to apply to any such officer for advice or instructions. The Warrant Agent shall be fully protected and authorized in relying upon the most recent advice or instructions received by any such officer. The Warrant Agent shall not be liable for any action taken, suffered or omitted by it in accordance with the advice or instructions of any such officer.

(c) Agents. The Warrant Agent may execute and exercise any of the rights and powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys, agents or employees, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys, agents or employees or for any loss to the Company resulting from such neglect or misconduct, provided that the Warrant Agent acts without gross negligence, willful misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction) in the selection and continued employment thereof. The Warrant Agent shall not be under any obligation or duty to institute, appear in, or defend any action, suit or legal proceeding in respect hereof, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may consider necessary. The Warrant Agent shall promptly notify the Company in writing of any claim made or action, suit or proceeding instituted against the Warrant Agent arising out of or in connection with this Agreement.

(d) Cooperation. The Company will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further acts, instruments and assurances as may reasonably be required by the Warrant Agent in order to enable the Warrant Agent to carry out or perform its duties under this Agreement.

22

(e) Agent Only. The Warrant Agent shall act solely as agent for the Company in accordance with the terms and conditions hereof and does not assume any obligation or relationship of agency or trust with any Holders. The Warrant Agent shall not be liable except for the performance of such duties as are expressly set forth herein, and no implied covenants or obligations shall be read into this Agreement against the Warrant Agent, whose duties and obligations shall be determined solely by the express provisions hereof.

(f) Right to Counsel. The Warrant Agent may at any time consult with legal counsel reasonably satisfactory to it (who may be legal counsel for the Company), and the Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken, suffered or omitted by the Warrant Agent in good faith in accordance with the opinion or advice of such counsel.

(g) Compensation. The Company agrees to pay the Warrant Agent reasonable compensation for all services rendered by it hereunder and to reimburse the Warrant Agent for its reasonable expenses incurred by the Warrant Agent hereunder (including reasonable counsel fees and expenses) in connection with the acceptance, negotiation, preparation, delivery, administration, execution, modification, waiver, delivery, enforcement or amendment of the Agreement and the exercise and performance of its duties hereunder.

(h) Accounting and Payment. The Warrant Agent shall account to the Company with respect to Warrants exercised or converted and pay to the Company all moneys received by the Warrant Agent on behalf of the Company on the purchase of Warrant Shares through the exercise of Warrants pursuant to the procedures set forth in Section 5(f)(v). The Warrant Agent shall advise the Company by facsimile or by electronic transmission at the end of each day the number of Warrant Exercise Notices received, and, if known, the identity of the Holder(s) of the Warrant(s) exercised or converted.

(i) No Conflict. Subject to applicable law, the Warrant Agent and any stockholder, affiliate, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement. Subject to applicable law, nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other Person including, without limitation, acting as trustee under an indenture.

(j) Resignation; Termination. The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising prior to resignation as a result of the Warrant Agent’s bad faith, gross negligence or willful misconduct (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction)) after giving thirty (30) calendar days’ prior written notice to the Company. In the event the transfer agency relationship in effect between the Company and Warrant Agent terminates, the Warrant Agent shall be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination. The Company may remove the Warrant Agent upon thirty (30) calendar days’ written notice, and the Warrant Agent shall thereupon in like manner be discharged from all further

23

duties and liabilities hereunder, except as have been caused by the Warrant Agent’s bad faith, gross negligence or willful misconduct (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction) prior to its removal. The Company shall cause to be mailed promptly (by first class mail, postage prepaid) to each registered Holder at such Holder’s last address as shown on the register of the Company, at the Company’s expense, a copy of such notice of resignation or notice of removal, as the case may be. Upon such resignation or removal the Company shall promptly appoint in writing a new warrant agent. If the Company shall fail to make such appointment within a period of thirty (30) calendar days after it has been notified in writing of such resignation by the resigning Warrant Agent or after such removal, then the Holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a new warrant agent. A resignation or removal of the Warrant Agent and appointment of a successor Warrant Agent will become effective only upon the successor Warrant Agent’s acceptance of appointment. Pending appointment of a successor to the Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor warrant agent, whether appointed by the Company or by such a court, shall be a Person, incorporated under the laws of the United States or of any state thereof and authorized under such laws to conduct a shareholder services business, be subject to supervision and examination by a Federal or state authority, and have a combined capital and surplus of not less than $100,000,000 as set forth in its most recent published annual report of condition; or in the case of such capital and surplus requirement, a controlled affiliate of such a Person meeting such capital and surplus requirement. After acceptance in writing of such appointment by the new Warrant Agent, such successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities under this Agreement as if it had been originally named herein as the Warrant Agent, without any further assurance, conveyance, act or deed; but if for any reason it shall be necessary or expedient to execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the resigning or removed Warrant Agent. Not later than the effective date of any such appointment, the Company shall send notice thereof to the resigning or removed Warrant Agent and shall forthwith cause a copy of such notice to be mailed (by first class, postage prepaid) to each registered Holder at such Holder’s last address as shown on the register of the Company. Failure to give any notice provided for in this Section 12(j), or any defect in any such notice, shall not affect the legality or validity of the resignation of the Warrant Agent or the appointment of a successor Warrant Agent, as the case may be.

(k) Merger, Consolidation or Change of Name of Warrant Agent. Any Person into which the Warrant Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any Person succeeding to all or substantially all of the agency business of the Warrant Agent shall be the successor to the Warrant Agent hereunder without the execution or filing of any document or any further act on the part of any of the parties hereto, provided that such Person would be eligible for appointment as a successor Warrant Agent under the provisions of Section 12(j). If at the time such successor to the Warrant Agent shall succeed under this Agreement, any of the Warrant Certificates shall have been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent; and if at that time any of the Warrant Certificates shall not have been countersigned, any successor to the Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases

24

such Warrant Certificates shall have the full force and effect provided in the Warrant Certificates and in this Agreement. If at any time the name of the Warrant Agent shall be changed and at such time any of the Warrants shall have been countersigned but not delivered, the Warrant Agent whose name has changed may adopt the countersignature under its prior name; and if at that time any of the Warrants shall not have been countersigned, the Warrant Agent may countersign such Warrants either in its prior name or in its changed name; and in all such cases such Warrants shall have the full force and effect provided in the Warrants and in this Agreement.

(l) Indemnity. The Company agrees to indemnify the Warrant Agent, and to hold it harmless against, any and all losses, damages, claims, liabilities, penalties, judgments, settlements, actions, suits, proceedings, litigation, investigations, costs or expenses (including reasonable counsel fees and expenses) incurred without the bad faith, gross negligence or willful misconduct on the part of the Warrant Agent (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered or omitted by the Warrant Agent in connection with the preparation, delivery, acceptance, administration, execution and amendment of this Agreement and the exercise and performance of its duties hereunder, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly. The Warrant Agent shall not be obligated to expend or risk its own funds to take any action which it believes would expose it to expense or liability or to a risk of incurring expense of liability, unless it has been furnished with assurance of repayment or indemnity reasonably satisfactory to it.

(m) Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible or have any duty to make any calculation or adjustment, or to determine when any calculation or adjustment required under the provisions hereof should be made, how it should be made or what it should be, or have any responsibility or liability for the manner, method or amount of any such calculation or adjustment or the ascertaining of the existence of facts that would require any such calculation or adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Warrant to be issued pursuant to this Agreement or as to whether any Warrant Shares will, when issued, be valid and fully paid and nonassessable.

(n) No Liability for Interest. The Warrant Agent shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement.

(o) No Implied Obligations. The Warrant Agent shall be obligated to perform such duties as are explicitly set forth herein and no implied duties or obligations shall be read into this Agreement against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder that may involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any Warrant Certificate authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the issuance and sale, or

25

exercise or conversion, of the Warrants or Warrant Shares. The Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in any Warrant Certificate or in the case of the receipt of any written demand from a Holder with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or, to make any demand upon the Company.

(p) Force Majeure. In no event shall the Warrant Agent be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

(q) Bank Accounts. All funds received by the Warrant Agent under this Agreement that are to be distributed or applied by the Warrant Agent in the performance of Services (the “Funds”) shall be held by the Warrant Agent as agent for the Company and deposited in one or more bank accounts to be maintained by the Warrant Agent in its name as agent for the Company. Until paid pursuant to the terms of this Agreement, the Warrant Agent will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). The Warrant Agent shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by the Warrant Agent in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. The Warrant Agent may from time to time receive interest, dividends or other earnings in connection with such deposits. The Warrant Agent shall not be obligated to pay such interest, dividends or earnings to the Company, any Holder or any other party.

SECTION 13. Severability. In the event that any one or more of the provisions contained herein or in the Warrants, or the application thereof in any circumstances, is held invalid, illegal or unenforceable (including as a result of applicable regulations issued by the Federal Aviation Administration or the United States Department of Transportation), the validity, legality and enforceability of any such provisions in every other respect and of the remaining provisions contained herein and therein shall not be affected or impaired thereby; provided, that if any such excluded term, provision, covenant or restriction shall materially adversely affect the rights, immunities, duties or obligations of the Warrant Agent, the Warrant Agent shall be entitled to resign immediately. Furthermore, subject to the preceding sentence, in lieu of any such invalid, illegal or unenforceable provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms and commercial effect to such invalid, illegal or unenforceable provision as may be possible and be valid and enforceable which a reasonable person in the position of the Company, acting in good faith, would make, always keeping in mind the intent and purposes of this Agreement and the Warrants issued pursuant thereto by the Persons party hereto as of the date hereof.

26

SECTION 14. Holder Not Deemed a Stockholder. Prior to the exercise or conversion of any Warrants, no Holder thereof, as such, shall be entitled to any rights of a stockholder of the Company, including, but not limited to, the right to vote, to receive dividends or other distributions, to exercise any preemptive right or, to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or any other matter.

SECTION 15. Notices to Company and Warrant Agent. All notices, requests or demands authorized by this Agreement to be given or made by the Warrant Agent or by any registered Holder of any Warrant to or on the Company or the Warrant Agent to be effective shall be in writing (including by telecopy), and shall be deemed to have been duly given or made when delivered by hand, or one Business Day if sent by overnight courier service (with next day delivery specified), or two Business Days after being delivered to a recognized courier (whose stated terms of delivery are two business days or less to the destination such notice), or five Business Days after being deposited in the mail, or, in the case of facsimile or email notice, when received, addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows:

PHI Group, Inc.

2001 SE Evangeline Thruway

Lafayette, LA, 70508

Attn: Trudy McConnaughhay

Email:

Any notice pursuant to this Agreement to be given by the Company or by any registered Holder of any Warrant to the Warrant Agent shall be sufficiently given if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:

American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11219

Attention: Relationship Management

Unless the Warrant is a Global Warrant, any notice or communication mailed to a Holder shall be mailed to the Holder at the Holder’s address as it appears on the Warrant Register and shall be sufficiently given if so mailed within the time prescribed. Any notice to the owners of a beneficial interest in a Global Warrant shall be distributed through the Depositary in accordance with the procedures of the Depositary. Communications to such Holder shall be deemed to be effective at the time of dispatch to the Depositary. Failure to provide a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

SECTION 16. Supplements and Amendments. The Company and the Warrant Agent may from time to time supplement or amend this Agreement (a) without the approval of any Holders in order to cure any ambiguity, manifest error or other mistake in this Agreement, or to correct or supplement any provision contained herein that may be defective or inconsistent with any other provision herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and the Warrant Agent may deem necessary or desirable, in each case that shall not adversely affect, alter or change the interests of the Holders in any material respect, (b) without the approval of any Holders to implement any changes required by the Federal Aviation Administration or the United States Department of Transportation in order for the Company to

27

comply with the U.S. Aviation Laws limitations on ownership of Warrant Shares by Non-U.S. Citizens (provided that to the extent the Company makes any changes pursuant to this clause (b), the Company shall make only such changes which a reasonable person in the position of the Company, acting in good faith, would make in order to implement such written requirements, always keeping in mind the intent and purposes of this Agreement and the Warrants issued pursuant thereto by the Persons party hereto as of the date hereof), or (c) with the prior written consent of Holders exercisable or convertible for a majority of the Warrant Shares then issuable upon exercise or conversion of all of the Warrants then outstanding (provided that for purposes of calculating such a majority, Warrants owned by the Company shall be disregarded and deemed not to be outstanding); provided, that the Warrant Agent shall not be required to execute any amendment or supplement to this Agreement that the Warrant Agent has determined would adversely affect its own rights, duties, obligations or immunities under this Agreement. As a condition precedent to the Warrant Agent’s execution of any amendment or supplement to this Agreement, the Company shall deliver to the Warrant Agent a certificate from an authorized officer of the Company that states that the proposed amendment is in compliance with the terms of this Section 16. No modification or amendment to this Agreement shall be effective unless duly executed by the Warrant Agent. Notwithstanding the foregoing, the consent of each Holder affected shall be required for any amendment pursuant to which (i) the Exercise Price would be increased, (ii) the number of Warrant Shares purchasable would be decreased (other than pursuant to adjustments provided herein), (iii) the Expiration Date would be shortened or (iv) any change adverse to the Holder would be made to (w) this Section 16, (x) the antidilution provisions set forth in Section 6, (y) the exercise provisions set forth in Section 5 or (z) any provisions related to the Company’s compliance with U.S. Aviation Laws. Upon execution and delivery of any supplement or amendment pursuant to this Section 16, such amendment shall be considered a part of this Agreement for all purposes and every Holder of a Warrant Certificate theretofore or thereafter countersigned and delivered hereunder shall be bound thereby.

SECTION 17. Termination. This Agreement shall terminate on the Expiration Date, upon a transaction described in Section 9 or, if later, upon settlement of all Warrants (i) validly exercised or converted prior to the Expiration Date, including pursuant to Section 5.2(m)(ii) and (ii) if exercised or converted pursuant to Section 5(c)(i) hereof, for which the Exercise Price was timely paid. Notwithstanding the foregoing, this Agreement will terminate on any earlier date when all Warrants have been exercised, converted, or cancelled; provided, however, that the provisions of Sections 12, 15, 17, 18, 19, 20 and 23 shall survive such termination.

SECTION 18. Governing Law and Consent to Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. Each of the Company and the Warrant Agent hereby irrevocably submits to the jurisdiction of any New York State court sitting in the City of New York or any Federal Court sitting in the City of New York with respect to any suit, action or proceeding arising out of or relating to this Agreement, and each irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Nothing herein shall affect the right of any Person to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against the Company or the Warrant Agent in any other jurisdiction.

28

SECTION 19. Waiver of Jury Trial. The parties hereto waive all right to trial by jury in any action or proceeding to enforce or defend any rights hereunder.

SECTION 20. Benefits of this Agreement. Nothing in this Agreement shall be construed to give to any Person other than the Company, the Warrant Agent and the registered Holders (who are express third party beneficiaries of this Agreement) any legal or equitable right, remedy or claim under this Agreement, and this Agreement shall be for the sole and exclusive benefit of the Company, the Warrant Agent and the registered Holders.

SECTION 21. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.

SECTION 22. Headings. The headings of sections of this Agreement have been inserted for convenience of reference only, are not to be considered a part hereof and in no way modify or restrict any of the terms or provisions hereof.

SECTION 23. Confidentiality. The Warrant Agent and the Company agree that all books, records, information and data pertaining to the business of the other party, including inter alia, personal, non-public warrant holder information, which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement including the fees for services of the Warrant Agent shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law, including, without limitation, pursuant to subpoenas from state or federal government authorities (e.g., in divorce and criminal actions).

SECTION 24. Representations.

(a) Each party hereto represents and warrants that such party has been duly organized and is validly existing under the laws of the jurisdiction of its incorporation, and that this Agreement has been duly authorized, executed and delivered by such party and is enforceable against such party in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors’ rights generally.

(b) The Company represents and warrants on the date of issuance of the Warrants and upon issuance of the shares that:

(i) The Company is duly qualified or licensed to conduct business in each jurisdiction where the nature of its business or assets requires such qualification. The Company has full power and authority and all material licenses, permits and authorizations necessary to own and operate its properties and to carry on its business as now conducted, and the Company is not in default under or in violation of any provision of its Charter.

(ii) The execution and delivery of this Agreement does not, and the issuance of the Warrants in accordance with the terms of this Agreement and the Warrant Certificates will not, (i) violate the Charter or the Company’s by-laws, (ii) violate any law or regulation applicable to the Company or order or decree of any court or public authority having jurisdiction over the Company, or (iii) result in a breach of any mortgage, indenture, contract, agreement or undertaking to which the Company is a party or by which it is bound, except in the case of (ii) and (iii) for any violations or breaches that could not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

29

SECTION 25. No Suspension. The right to exercise any Warrants shall not be suspended during any period.

[Signature page follows]

30

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the day and year first above written.

PHI Group, Inc.
By:	/s/ Trudy McConnaughhay
Name:	Trudy McConnaughhay
Title:	Chief Financial Officer and Secretary

[Signature Page to Warrant Agreement]

31

AMERICAN STOCK TRANSFER & TRUST

COMPANY, LLC

as Warrant Agent

By: /s/ Michael Legregin

Name: Michael Legregin

Title: Senior Vice President

[Signature Page to Warrant Agreement]

32

EXHIBIT A-1

FORM OF FACE OF GLOBAL EQUITY HOLDER WARRANT CERTIFICATE

This Global Warrant Certificate is deposited with or on behalf of The Depository Trust Company (the “Depository”) or its nominee in custody for the benefit of the beneficial owners hereof, and is not transferable to any person under any circumstances except that (i) this Global Warrant Certificate may be delivered to the Warrant Agent for cancellation pursuant to Section 4(f) of the Warrant Agreement and (ii) this Global Warrant Certificate may be transferred pursuant to Section 4(e) of the Warrant Agreement and as set forth below.

UNLESS THIS GLOBAL WARRANT CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TO THE COMPANY OR THE WARRANT AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCHAS THE REGISTERED OWNER HEREOF, CEDE & CO. OR SUCH OTHER ENTITY, HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL WARRANT CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE OR AS OTHERWISE PERMITTED IN SECTION 4(E) OF THE WARRANT AGREEMENT, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL WARRANT CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 4 AND 5 OF THE WARRANT AGREEMENT.

No registration or transfer of the securities issuable pursuant to the exercise or conversion of the Warrant will be recorded on the books of the Company until such provisions have been complied with.

To the extent that any provision hereof conflicts with any provision of the Warrant Agreement, the provision in the Warrant Agreement shall control.

A-1-1

CUSIP No.    69360B120

ISIN No. US69360B1200

WARRANTS TO PURCHASE

SHARES OF COMMON STOCK

PHI GROUP, INC.

GLOBAL EQUITY HOLDER WARRANT TO PURCHASE COMMON STOCK

VOID AFTER 5:00 P.M., New York City Time, September 4, 2022

This Global Warrant Certificate (“Warrant Certificate”) certifies that Cede & Co., or its registered assigns is the registered holder of warrants (the “Warrants”) of PHI Group, Inc., a Delaware corporation (the “Company”), to purchase the number of shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company set forth above. The Warrants expire at 5:00 p.m., New York City time, on the date that is the third (3rd) anniversary of the date that the Warrants are issued (such date, the “Expiration Date”), and each Warrant entitles the holder to purchase from the Company one fully paid and non-assessable Share at the exercise price (the “Exercise Price”), payable to the Company either by certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer in immediately available funds of the aggregate Exercise Price to an account of the Warrant Agent specified in writing by the Warrant Agent for such purpose, no later than 5:00 p.m., New York City time, on the business day immediately prior to the settlement date, which settlement date is three Business Days after a Warrant Exercise Notice is delivered (the “Settlement Date”). The initial Exercise Price shall be $24.98 per share (subject to adjustment as provided in the Warrant Agreement).

The Warrants are subject to exercise and conversion, in whole or in part, as and to the extent provided in the Warrant Agreement.

The number of shares of Common Stock purchasable upon exercise or conversion of the Warrants are subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.

To the extent that any provision hereof conflicts with any provision of the Warrant Agreement, the provision in the Warrant Agreement shall control.

No Warrant may be exercised or converted prior to the date of the Warrant Agreement or after the Expiration Date.

After 5:00 p.m., New York City time, on the Expiration Date, the Warrants will become wholly void and of no value.

Holder Not Deemed a Stockholder. Prior to the exercise or conversion of any Warrant, no holder thereof, as such, shall be entitled to any rights of a stockholder of the Company, including, but not limited to, the right to vote, to receive dividends or other distributions, to exercise any preemptive right or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or any other matter.

A-1-2

U.S. Aviation Laws Limitations on Warrant Exercise. Notwithstanding the other provisions of the Warrant Agreement, in order to facilitate the Company’s compliance with the U.S. Aviation Laws concerning the ownership of the Common Stock by Non-U.S. Citizens with regard to its continuing ability to own aircraft registered in the United States and to comply with obligations of the Company under contracts that it may enter into from time to time with the United States Government:

(i)    At the time of exercise or conversion of any Warrant, its holder shall advise the Company whether or not it (or, if not the holder, the person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of such Warrant) is a U.S. Citizen. The Company may require a holder (or, if not the holder, the person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of such Warrant) to provide it with such documents and other information as it may request as reasonable proof confirming that the holder (or, if not the holder, the person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of such Warrant) is a U.S. Citizen.

(ii)    Any holder that cannot establish to the Company’s reasonable satisfaction that it (or, if not the holder, the person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of any Warrant) is a U.S. Citizen may not exercise or convert any Warrant to the extent the shares of Common Stock deliverable upon exercise or conversion of such Warrant would constitute Excess Shares, as defined in the Warrant Agreement, if they were issued, which shall be determined by the Company in its sole discretion at the time of any proposed exercise or conversion of such Warrant.

(iii)    Any sale, transfer or other disposition of any Warrant by any holder that is a Non-U.S. Citizen to a person who is a U.S. Citizen must be a complete transfer of such holder’s interests in such Warrant and the Common Stock issuable upon its exercise or conversion to such person with the transferor retaining no ability to direct or control such person. The foregoing restriction shall also apply to any person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of any Warrant.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS WARRANT CERTIFICATE SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent.

A-1-3

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be executed by its duly authorized officer.

Dated: ___________________, 2019

PHI Group, Inc.

By:

Name:

Title:

By:

Name:

Title:

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent

By:

Name:

Title:

A-1-4

FORM OF REVERSE OF GLOBAL EQUITY HOLDER WARRANT CERTIFICATE

PHI GROUP, INC.

The Warrants evidenced by this Warrant Certificate are a part of a duly authorized issue of Warrants to purchase shares of Common Stock issued pursuant to that certain Equity Holder Warrant Agreement, dated as of September 4, 2019 (the “Warrant Agreement”), duly executed and delivered by the Company and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”). The Warrant Agreement hereby is incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the registered holders or registered holder) of the Warrants. A copy of the Warrant Agreement may be inspected at the Warrant Agent’s office designated for such purpose and is available upon written request addressed to the Company. All capitalized terms used on the face of this Warrant Certificate but not defined herein and are defined in the Warrant Agreement shall have the meanings assigned to them therein.

Warrants may be exercised or converted from the date of the Warrant Agreement through 5:00 p.m., New York City time, on the Expiration Date, subject to adjustment as described in the Warrant Agreement. Subject to the terms and conditions set forth herein and in the Warrant Agreement, the holder of the Warrants evidenced by this Warrant Certificate may exercise such Warrants as set forth in the Warrant Agreement. The Warrants are also subject to conversion, in whole or in part, at the sole discretion of the Company, as and to the extent provided in the Warrant Agreement.

In the event that upon any exercise or conversion of the Warrants evidenced hereby the number of shares of Common Stock actually purchased shall be less than the total number of shares of Common Stock purchasable upon exercise or conversion of the Warrants evidenced hereby, there shall be issued to the holder hereof, or such holder’s assignee, a new Warrant Certificate evidencing Warrants to purchase the shares of Common Stock not so purchased or appropriate adjustment shall be made in the “Schedule of Increases or Decreases in Global Warrant Certificate” annexed hereto. No adjustment shall be made for any cash dividends on any shares of Common Stock issuable upon exercise or conversion of Warrants. After 5:00 p.m., New York City time on the Expiration Date, unexercised or unconverted Warrants shall become wholly void and of no value.

The Company shall not be required to issue fractional shares of Common Stock or any certificates that evidence fractional shares of Common Stock.

Warrant Certificates, when surrendered by book-entry delivery through the facilities of the Depository, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing Warrants to purchase in the aggregate a like number of shares of Common Stock.

No Warrants may be sold, exchanged or otherwise transferred in violation of the Securities Act or state securities laws.

A-1-5

The Company and Warrant Agent may deem and treat the registered holder hereof as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone) for the purpose of any exercise or conversion hereof and for all other purposes.

[Balance of page intentionally remains blank]

A-1-6

[TO BE ATTACHED TO GLOBAL WARRANT CERTIFICATE FOR THE WARRANTS]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL WARRANT CERTIFICATE

The following increases or decreases in this Global Warrant have been made:

Date Amount of decrease in the number of shares issuable upon exercise or conversion of the Warrants represented by this Global Warrant Amount of increase in number of shares issuable upon exercise or conversion of the Warrants represented by this Global Warrant Number of shares issuable upon exercise or conversion of the Warrants represented by this Global Warrant following such decrease or increase Signature of authorized officer of the Warrant Agent

A-1-7

FORM OF ELECTION TO EXERCISE WARRANT FOR

WARRANT HOLDERS HOLDING WARRANTS

THROUGH THE DEPOSITORY TRUST COMPANY

TO BE COMPLETED BY DIRECT PARTICIPANT

IN THE DEPOSITORY TRUST COMPANY

PHI GROUP, INC.

Warrants to Purchase    Shares of Common Stock

(TO BE EXECUTED UPON EXERCISE OF THE WARRANT)

The undersigned hereby irrevocably elects to exercise the right, represented by Warrants to purchase shares of Common Stock of PHI Group, Inc. (the “Company”) held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depository”), to purchase _____ newly issued shares of Common Stock of the Company at the Exercise Price of $24.98 per share (as such Exercise Price may be adjusted pursuant to the Warrant Agreement).

The undersigned represents, warrants and promises that it has the full power and authority to exercise or convert and deliver the Warrants exercised or converted hereby. Unless the undersigned is making an election to convert the Warrants as set forth below, the undersigned represents, warrants and promises that it has delivered or will deliver in payment for such shares $_______by certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer in immediately available funds of the aggregate Exercise Price to an account of the Warrant Agent specified in writing by the Warrant Agent for such purpose, no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date.

☐ Please check if the undersigned, in lieu of paying the Exercise Price as set forth in the preceding paragraph, elects to convert the Warrants by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon conversion of the Warrants which when multiplied by the Market Price of the Common Stock is equal to the aggregate price for the number of shares of Common Stock for which the Warrants are being converted at the Exercise Price (assuming the Exercise Price for all such shares of Common Stock was being paid in cash), and such withheld shares shall no longer be issuable under the Warrants.

If the undersigned will be receiving the shares of Common Stock issuable upon exercise or conversion of Warrants:

☐ Please check if the undersigned is a U.S. Citizen (additional information may be required by the Company to confirm that the undersigned is a U.S. Citizen)

☐ Please check if the undersigned is a Non-U.S. Citizen.

If the undersigned has designated another person (a “designee”) to receive the shares of Common Stock issuable upon exercise or conversion of Warrants:

A-1-8

☐ Please check if such designee is a U.S. Citizen (additional information may be required by the Company to confirm that such designee is a U.S. Citizen)

☐ Please check if such designee is a Non-U.S. Citizen.

The undersigned requests that the shares of Common Stock purchased hereby be in registered form in the authorized denominations, registered in such names and delivered, all as specified in accordance with the instructions set forth below, provided that if the shares of Common Stock are evidenced by global securities, the shares of Common Stock shall be registered in the name of the Depository or its nominee.

Dated:                             

NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU (THROUGH THE CLEARING SYSTEM) OF (1) THE WARRANT AGENT’S ACCOUNT AT THE DEPOSITORY TO WHICH YOU MUST DELIVER YOUR WARRANTS ON THE EXERCISE DATE AND (2) THE ADDRESS, PHONE NUMBER AND FACSIMILE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED.

NAME OF DIRECT PARTICIPANT IN THE DEPOSITORY:
	(PLEASE PRINT)

ADDRESS:

CONTACT NAME:

ADDRESS:

TELEPHONE (INCLUDING INTERNATIONAL CODE):

FAX (INCLUDING INTERNATIONAL CODE):

SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF  APPLICABLE):

ACCOUNT FROM WHICH THE WARRANTS ARE BEING DELIVERED:

DEPOSITORY ACCOUNT NO.:

WARRANT EXERCISE NOTICES WILL ONLY BE VALID IF DELIVERED IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH IN THIS NOTIFICATION (OR AS OTHERWISE DIRECTED), MARKED TO THE ATTENTION OF “WARRANT EXERCISE”.

A-1-9

WARRANT HOLDER DELIVERING THE WARRANTS, IF OTHER THAN THE DIRECT DTC PARTICIPANT DELIVERING THIS WARRANT EXERCISE NOTICE:

NAME:
	(PLEASE PRINT)

CONTACT NAME:

TELEPHONE (INCLUDING INTERNATIONAL CODE):

FAX (INCLUDING INTERNATIONAL CODE):

SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):

ACCOUNT TO WHICH SHARES OF COMMON STOCK ARE TO BE CREDITED:

DEPOSITORY ACCOUNT NO.:

FILL IN FOR DELIVERY OF THE COMMON STOCK, IF OTHER THAN TO THE PERSON DELIVERING THIS WARRANT EXERCISE NOTICE:

NAME:
	(PLEASE PRINT)

ADDRESS:

CONTACT NAME:

TELEPHONE (INCLUDING INTERNATIONAL CODE):

FAX (INCLUDING INTERNATIONAL CODE):

SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):

NUMBER OF SHARES OF COMMON STOCK FOR WHICH THE WARRANT IS BEING EXERCISED (ONLY ONE EXERCISE PER

WARRANT EXERCISE NOTICE):

Signature:

Name:

Capacity in which Signing:

Signature Guaranteed

BY:

Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent.

A-1-10

EXHIBIT A-2

FORM OF FACE OF INDIVIDUAL WARRANT CERTIFICATE

VOID AFTER 5:00 P.M., New York City Time, September 4, 2022

This Individual Warrant Certificate may not be sold, exchanged or otherwise transferred in violation of the Securities Act or state securities laws.

To the extent that any provision hereof conflicts with any provision of the Warrant Agreement, the provision in the Warrant Agreement shall control.

A-2-1

CUSIP NO. 69360B120

WARRANTS TO PURCHASE

SHARES OF COMMON STOCK

PHI GROUP, INC.

INDIVIDUAL WARRANT TO PURCHASE COMMON STOCK

VOID AFTER 5:00 P.M., New York City Time, September 4, 2022

This Individual Warrant Certificate (“Warrant Certificate”) certifies that______________, or its registered assigns is the registered holder of Warrants (the “Warrants”) of PHI Group, Inc., a Delaware corporation (the “Company”), to purchase the number of shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company set forth above. The Warrants expire at 5:00 p.m., New York City time, on the date that is the third (3rd) anniversary of the date that the Warrants are issued (such date, the “Expiration Date”), and each Warrant entitles the holder to purchase from the Company one fully paid and non-assessable Share at the exercise price (the “Exercise Price”), payable to the Company either by certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer in immediately available funds of the aggregate Exercise Price to an account of the Warrant Agent specified in writing by the Warrant Agent for such purpose, no later than 5:00 p.m., New York City time, on the business day immediately prior to the settlement date, which settlement date is three Business Days after a Warrant Exercise Notice is delivered (the “Settlement Date”). The initial Exercise Price shall be $24.98 per share (subject to adjustment as provided in the Warrant Agreement).

The Warrants are also subject to conversion, in whole or in part, at the sole discretion of the Company, as and to the extent provided in the Warrant Agreement.

The number of shares of Common Stock purchasable upon exercise or conversion of the Warrants are subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.

To the extent that any provision hereof conflicts with any provision of the Warrant Agreement, the provision in the Warrant Agreement shall control.

No Warrant may be exercised or converted prior to the date of the Warrant Agreement or after the Expiration Date.

After 5:00 p.m., New York City time, on the Expiration Date, the Warrants will become wholly void and of no value.

Holder Not Deemed a Stockholder. Prior to the exercise or conversion of any Warrant, no holder thereof, as such, shall be entitled to any rights of a stockholder of the Company, including, but not limited to, the right to vote, to receive dividends or other distributions, to exercise any preemptive right or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or any other matter.

A-2-2

U.S. Aviation Laws Limitations on Warrant Exercise. Notwithstanding the other provisions of the Warrant Agreement, in order to facilitate the Company’s compliance with the U.S. Aviation Laws concerning the ownership of the Common Stock by Non-U.S. Citizens with regard to its continuing ability to own aircraft registered in the United States and to comply with obligations of the Company under contracts that it may enter into from time to time with the United States Government:

(i) At the time of exercise or conversion of any Warrant, its holder shall advise the Company whether or not it (or, if not the holder, the person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of such Warrant) is a U.S. Citizen. The Company may require a holder (or, if not the holder, the person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of such Warrant) to provide it with such documents and other information as it may request as reasonable proof confirming that the holder (or, if not the holder, the person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of such Warrant) is a U.S. Citizen.

(ii) Any holder that cannot establish to the Company’s reasonable satisfaction that it (or, if not the holder, the person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of any Warrant) is a U.S. Citizen may not exercise or convert any Warrant to the extent the shares of Common Stock deliverable upon exercise or conversion of such Warrant would constitute Excess Shares, as defined in the Warrant Agreement, if they were issued, which shall be determined by the Company in its sole discretion at the time of any proposed exercise or conversion of such Warrant.

(iii) Any sale, transfer or other disposition of any Warrant by any holder that is a Non-U.S. Citizen to a person who is a U.S. Citizen must be a complete transfer of such holder’s interests in such Warrant and the Common Stock issuable upon its exercise or conversion to such person with the transferor retaining no ability to direct or control such person. The foregoing restriction shall also apply to any person that the holder has designated to receive the Common Stock issuable upon exercise or conversion of any Warrant.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS WARRANT

CERTIFICATE SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be executed by its duly authorized officer.

Dated: __________________, 2019

A-2-3

PHI Group, Inc.

By:

Name:

Title:

By:

Name:

Title:

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC,

as Warrant Agent

By:

Name:

Title:

A-2-4

FORM OF REVERSE OF INDIVIDUAL WARRANT CERTIFICATE

PHI GROUP, INC.

The Warrants evidenced by this Warrant Certificate are a part of a duly authorized issue of Warrants to purchase shares of Common Stock issued pursuant to that certain Equity Holder Warrant Agreement, dated as of September 4, 2019 (the “Warrant Agreement”), duly executed and delivered by the Company and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”). The Warrant Agreement hereby is incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the registered holders or registered holder) of the Warrants. A copy of the Warrant Agreement may be inspected at the Warrant Agent’s office designated for such purpose and is available upon written request addressed to the Company. All capitalized terms used on the face of this Warrant Certificate but not defined herein and are defined in the Warrant Agreement shall have the meanings assigned to them therein.

Warrants may be exercised or converted to purchase Warrant Shares from the Company from the date of the Warrant Agreement through 5:00 p.m., New York City time, on the Expiration Date, at the Exercise Price set forth on the face hereof, subject to adjustment as described in the Warrant Agreement. Subject to the terms and conditions set forth herein and in the Warrant Agreement, the holder of the Warrants evidenced by this Warrant Certificate may exercise such Warrants as set forth in the Warrant Agreement.

The Warrants are also subject to conversion, in whole or in part, at the sole discretion of the Company, as and to the extent provided in the Warrant Agreement.

In the event that upon any exercise or conversion of the Warrants evidenced hereby the number of shares of Common Stock actually purchased shall be less than the total number of shares of Common Stock purchasable upon exercise or conversion of the Warrants evidenced hereby, there shall be issued to the holder hereof, or such holder’s assignee, a new Warrant Certificate evidencing Warrants to purchase the shares of Common Stock not so purchased. No adjustment shall be made for any cash dividends on any shares of Common Stock issuable upon exercise or conversion of Warrants. After 5:00 p.m., New York City time on the Expiration Date, unexercised or unconverted Warrants shall become wholly void and of no value.

The Company shall not be required to issue fractional shares of Common Stock or any certificates that evidence fractional shares of Common Stock.

Warrant Certificates, when surrendered by book-entry delivery through the facilities of the Depository, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing Warrants to purchase in the aggregate a like number of shares of Common Stock.

No Warrants may be sold, exchanged or otherwise transferred in violation of the Securities Act or state securities laws.

A-2-5

The Company and Warrant Agent may deem and treat the registered holder hereof as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone) for the purpose of any exercise or conversion hereof and for all other purposes.

[Balance of page intentionally remains blank]

A-2-6

FORM OF ELECTION TO EXERCISE WARRANT FOR

WARRANT HOLDERS HOLDING INDIVIDUAL WARRANT CERTIFICATES

TO BE COMPLETED BY REGISTERED HOLDER

PHI GROUP, INC.

Warrants to Purchase ________ Shares of Common Stock

(TO BE EXECUTED UPON EXERCISE OF THE WARRANT)

The undersigned hereby irrevocably elects to exercise the right, represented by Warrants to purchase ___________ shares of Common Stock of PHI Group, Inc. (the “Company”), to purchase ___________ newly issued shares of Common Stock of the Company at the Exercise Price of $24.98 per share (as such Exercise Price may be adjusted pursuant to the Warrant Agreement).

The undersigned represents, warrants and promises that it has the full power and authority to exercise or convert and deliver the Warrants exercised or converted hereby. Unless the undersigned is making an election to convert the Warrants as set forth below, the undersigned represents, warrants and promises that it has delivered or will deliver in payment for such shares $______________ by certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer in immediately available funds of the aggregate Exercise Price to an account of the Warrant Agent specified in writing by the Warrant Agent for such purpose, no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date.

☐ Please check if the undersigned, in lieu of paying the Exercise Price as set forth in the preceding paragraph, elects to convert the Warrants by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon conversion of the Warrants which when multiplied by the Market Price of the Common Stock is equal to the aggregate price for the number of shares of Common Stock for which the Warrants are being converted at the Exercise Price (assuming the Exercise Price for all such shares of Common Stock was being paid in cash), and such withheld shares shall no longer be issuable under the Warrants.

If the undersigned will be receiving the shares of Common Stock issuable upon exercise or conversion of Warrants:

☐ Please check if the undersigned is a U.S. Citizen (additional information may be required by the Company to confirm that the undersigned is a U.S. Citizen)

☐ Please check if the undersigned is a Non-U.S. Citizen.

If the undersigned has designated another person (a “designee”) to receive the shares of Common Stock issuable upon exercise or conversion of Warrants:

☐ Please check if such designee is a U.S. Citizen (additional information may be required by the Company to confirm that such designee is a U.S. Citizen)

A-2-7

☐ Please check if such designee is a Non-U.S. Citizen.

The undersigned requests that the shares of Common Stock purchased hereby be in registered form in the authorized denominations, registered in such names and delivered, all as specified in accordance with the instructions set forth below, provided that if the shares of Common Stock are evidenced by global securities, the shares of Common Stock shall be registered in the name of the Depository or its nominee.

Dated:

NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS, PHONE NUMBER AND FACSIMILE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED.

NAME OF REGISTERED HOLDER:
	(PLEASE PRINT)

ADDRESS:

DELIVERY ADDRESS (IF DIFFERENT):

TELEPHONE (INCLUDING INTERNATIONAL CODE):

FAX (INCLUDING INTERNATIONAL CODE):

SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER:

NUMBER OF SHARES OF COMMON STOCK FOR WHICH THE WARRANT IS BEING EXERCISED (ONLY ONE  EXERCISE PER WARRANT

EXERCISE NOTICE):

Signature:

Note: If the Warrant Shares are to be registered in a name other than that in which the Individual Warrants are registered, the signature of the holder hereof must be guaranteed.

Signature Guaranteed

BY:

Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent.

A-2-8

EXHIBIT A-3

FORM OF ELECTION TO EXERCISE WARRANT FOR

WARRANT HOLDERS HOLDING DIRECT REGISTRATION WARRANTS

TO BE COMPLETED BY REGISTERED HOLDER

PHI GROUP, INC.

Warrants to Purchase ___________ Shares of Common Stock

(TO BE EXECUTED UPON EXERCISE OF THE WARRANT)

The undersigned hereby irrevocably elects to exercise the right, represented by Warrants to purchase ________ shares of Common Stock of PHI Group, Inc. (the “Company”), to purchase _____________ newly issued shares of Common Stock of the Company at the Exercise Price of $24.98 per share (as such Exercise Price may be adjusted pursuant to the Warrant Agreement).

The undersigned represents, warrants and promises that it has the full power and authority to exercise or convert and deliver the Warrants exercised or converted hereby. Unless the undersigned is making an election to convert the Warrants as set forth below, the undersigned represents, warrants and promises that it has delivered or will deliver in payment for such shares $____________ by certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer in immediately available funds of the aggregate Exercise Price to an account of the Warrant Agent specified in writing by the Warrant Agent for such purpose, no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date.

☐ Please check if the undersigned, in lieu of paying the Exercise Price as set forth in the preceding paragraph, elects to convert the Warrants by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon exercise of the Warrants which when multiplied by the Market Price of the Common Stock is equal to the aggregate price for the number of shares of Common Stock for which the Warrants are being converted at the Exercise Price (assuming the Exercise Price for all such shares of Common Stock was being paid in cash), and such withheld shares shall no longer be issuable under the Warrants.

If the undersigned will be receiving the shares of Common Stock issuable upon exercise or conversion of Warrants:

☐ Please check if the undersigned is a U.S. Citizen (additional information may be required by the Company to confirm that the undersigned is a U.S. Citizen)

☐ Please check if the undersigned is a Non-U.S. Citizen.

If the undersigned has designated another person (a “designee”) to receive the shares of Common Stock issuable upon exercise or conversion of Warrants:

A-3-1

☐ Please check if such designee is a U.S. Citizen (additional information may be required by the Company to confirm that such designee is a U.S. Citizen)

☐ Please check if such designee is a Non-U.S. Citizen.

The undersigned requests that the shares of Common Stock purchased hereby be in registered form in the authorized denominations, registered in such names and delivered, all as specified in accordance with the instructions set forth below, provided that if the shares of Common Stock are evidenced by global securities, the shares of Common Stock shall be registered in the name of the Depository or its nominee.

Dated:

NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU (THROUGH THE CLEARING SYSTEM) OF (1) THE WARRANT AGENT’S ACCOUNT AT THE DEPOSITORY TO WHICH YOU MUST DELIVER YOUR WARRANTS ON THE EXERCISE DATE AND (2) THE ADDRESS, PHONE NUMBER AND FACSIMILE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED.

NAME OF DIRECT PARTICIPANT IN THE DEPOSITORY:
	(PLEASE PRINT)

ADDRESS:

CONTACT NAME:

ADDRESS:

TELEPHONE (INCLUDING INTERNATIONAL CODE):

FAX (INCLUDING INTERNATIONAL CODE):

SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF  APPLICABLE):

ACCOUNT FROM WHICH THE WARRANTS ARE BEING DELIVERED:

DEPOSITORY ACCOUNT NO.:

A-3-2

WARRANT EXERCISE NOTICES WILL ONLY BE VALID IF DELIVERED IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH IN THIS NOTIFICATION (OR AS OTHERWISE DIRECTED), MARKED TO THE ATTENTION OF “WARRANT EXERCISE”. WARRANT HOLDER DELIVERING THE WARRANTS, IF OTHER THAN THE DIRECT DTC PARTICIPANT DELIVERING THIS WARRANT EXERCISE NOTICE:

NAME:
	(PLEASE PRINT)

CONTACT NAME:

TELEPHONE (INCLUDING INTERNATIONAL CODE):

FAX (INCLUDING INTERNATIONAL CODE):

SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):

ACCOUNT TO WHICH THE SHARES OF COMMON STOCK ARE TO BE CREDITED:

DEPOSITORY ACCOUNT NO.:

FILL IN FOR DELIVERY OF THE COMMON STOCK, IF OTHER THAN TO THE PERSON DELIVERING THIS WARRANT EXERCISE NOTICE:

NAME:
	(PLEASE PRINT)

ADDRESS:

CONTACT NAME:

TELEPHONE (INCLUDING INTERNATIONAL CODE):

FAX (INCLUDING INTERNATIONAL CODE):

SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):

NUMBER OF SHARES OF COMMON STOCK FOR WHICH THE WARRANT IS BEING EXERCISED (ONLY ONE EXERCISE PER WARRANT EXERCISE NOTICE):

A-3-3

Signature:

Name:

Capacity in which Signing:

Signature Guaranteed

BY:

Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent.

A-3-4

EXHIBIT B

FORM OF ASSIGNMENT

(TO BE EXECUTED BY THE REGISTERED HOLDER

IF SUCH HOLDER DESIRES TO TRANSFER A WARRANT)

FOR VALUE RECEIVED, the undersigned registered holder hereby sells, assigns and transfers unto

Name of Assignee

Address of Assignee

Warrants to purchase _________ shares of Common Stock held by the undersigned, together with all right, title and interest therein, and does irrevocably constitute and appoint attorney, to transfer such Warrants on the books of the Warrant Agent, with full power of substitution.

Signature

Date

Social Security or Other Taxpayer Identification Number of Assignee

SIGNATURE GUARANTEED BY:

Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent.

B-1

EXHIBIT C

WARRANT SUMMARY

NUMBER OF WARRANTS: Initially, 1,687,500 Warrants, subject to adjustment as described in the Equity Holder Warrant Agreement dated as of September 4, 2019 between PHI Group, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”) (as supplemented or amended, the “Warrant Agreement”), each of which is exercisable or convertible for one share of the Company’s common stock, par value $0.001 per share. This summary is not complete and reference is made to the Warrant Agreement for the terms of the Warrants. In the event of any conflict, the terms of the Warrant Agreement shall control.

EXERCISE PRICE: $24.98 per Warrant (subject to adjustment as provided in the Warrant Agreement).

HOLDER NOT DEEMED A STOCKHOLDER: Prior to the exercise or conversion of any Warrant, no holder thereof, as such, shall be entitled to any rights of a stockholder of the Company.

U.S. AVIATION LAWS LIMITATIONS ON EXERCISE OR CONVERSION: The right to exercise or convert Warrants is subject to the limitations on ownership of the Common Stock by Non-U.S. Citizens set forth in the Warrant Agreement.

FORM OF SETTLEMENT:

Full Settlement: If Full Physical Settlement is elected, the Company shall deliver, against payment of the Exercise Price, a number of shares of Common Stock equal to the number of Warrants exercised or converted, as such number may be adjusted pursuant to the terms of the Warrant Agreement.

Cashless Conversion: If Cashless Conversion is elected, the Company will withhold from issuance a number of shares of Common Stock issuable upon the conversion of the Warrants which, when multiplied by the Market Price of the Common Stock, is equal to the aggregate price for the number of shares of Common Stock for which the Warrants are being converted at the Exercise Price (assuming the Exercise price for all such shares of Common Stock was being paid in cash), and such withheld shares shall no longer be issuable under the Warrants. The Warrants are also subject to conversion, in whole or in part, at the sole discretion of the Company, as and to the extent provided in the Warrant Agreement.

DATES OF EXERCISE OR CONVERSION: At any time, and from time to time, prior to the Close of Business on the Expiration Date.

EXPIRATION DATE: September 4, 2022.

C-1

EXHIBIT D

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

FEE SCHEDULE TO SERVE AS

WARRANT AGENT FOR

PHI GROUP, INC.

A. FEES FOR SERVICES

             Acceptance Fee

             Monthly Administration Fee

B. SERVICES COVERED

• Designating an operational team to establish Warrant Agent procedures and duties, including review of draft agreements, offer document, execution of legal agreement, project management, and on-going project updates and reporting

• Establish Warrant Issues under Client’s on American Stock Transfer & Trust Company, LLC ‘s record keeping system

• Coordinate Warrant transfer and conversion procedures with DTC

• Process transfer and/or conversion requests by issuing certificates

• Tracking and reporting the number of warrants issued, transferred, outstanding and exercised, as required

• Processing Warrants received and converted

• Deposit Warrant conversion checks and incoming wire transfers daily and forward all participant funds to Client

• Providing receipt summation of checks and wire transfers received

• Issuing and mailing stock certificates, DRS share statements and warrants

• Affixing legends to appropriate stock certificates, where applicable

• Replace lost, stolen or destroyed securities in accordance with UCC guidelines and American Stock Transfer & Trust Company, LLC policy (subject to shareholder-paid fee and bond premium)

• Process and post address changes plus mail confirmations if required

• Obtain W-9 and W8-BEN certifications

• Comply with SEC mandated annual lost shareholder search

D-1

• Perform OFAC (Office of Foreign Asset Control) and Patriot Act reporting

• Produce daily transfer reports and post them for online viewing

• ** Payment to DTCC of their Corporate Actions Eligibility Fee for the establishment of the new CUSIP number, as incurred.

The Depository Trust Company (“DTC”) submitted a proposed rule change (File No. SR-DTC-2015-012) to the Securities and Exchange Commission pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934 to implement a fee called the Corporate Actions Eligibility Fee (“New Fee”) that would be charged to the transfer agent of any DTC-eligible security when DTC is requested to make a new CUSIP eligible for DTC services in connection with a corporate action event relating to the security.

The amount of the New Fee is $1,000 per new CUSIP for any security that is made eligible at DTC in connection with a Corporate Action. The proposed rule change was implemented on January 1, 2016.

The full text of the proposed rule change may be obtained by visiting DTCC’s website at http://www.dtcc.com/en/legal/sec-rule-filings.aspx.

C. ITEMS NOT COVERED

• Items not specified in the “Services Covered” section set forth in this Agreement, including any services associated with new duties, legislation or regulatory fiat which become effective after the date of this Agreement (these will be provided on an appraisal basis)

• All out-of-pocket expenses such as telephone line charges, certificates, checks, postage, stationery, wire transfers, etc. (these will be billed as incurred)

• Warrant Agreement subject to review by American Stock Transfer & Trust Company, LLC’s outside counsel. Applicable fees charged as incurred.

D. ASSUMPTIONS

• Fee schedule based upon information known at this time about the transaction Significant changes made in the terms or requirements of this transaction could require modifications to this fee schedule

D-2

EX-99.2

Exhibit 99.2

Case 19-30923-hdh11 Doc 947 Filed 08/30/19 Entered 08/30/19 09:48:52 Page 1 of 4

CLERK, U.S. BANKRUPTCY COURT NORTHERN DISTRICT OF TAXES   ENTERED   THE DATE OF ENTRY IS ON THE COURT’S DOCKET

The following constitutes the ruling of the court and has the force and effect therein described.

Signed August 29, 2019	/s/ Harlin DeWayne Hale
	United States Bankruptcy Judge

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

In re:	§	Chapter 11
	§
PHI, Inc., et al.,1	§	Case No. 19-30923-hdh11
	§
Debtors.	§	(Jointly Administered)

ORDER AUTHORIZING MODIFICATIONS TO THE DEBTORS’

CONFIRMED THIRD AMENDED JOINT PLAN OF REORGANIZATION WITHOUT

THE NEED FOR FURTHER DISCLOSURE OR SOLICITATION OF VOTES

This matter coming before the Court on motion (the “Motion”),² filed by the above-captioned debtors (collectively, the “Debtors”), seeking entry of an order, pursuant to section 1127 of the Bankruptcy Code, approving the Modifications to the Plan without the need for further disclosure or solicitation of votes; the Equity Committee having raised informal comments to the Motion; following extensive negotiation, the Debtors having resolved the

¹  The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: PHI, Inc. (5707), PHI Air Medical, L.L.C. (4705), AM Equity Holdings, L.L.C. (0730), PHI Tech Services, Inc. (5089) and PHI Helipass, L.L.C. (4187). The corporate headquarters and the mailing address for the Debtors listed above is 2001 SE Evangeline Thruway, Lafayette, Louisiana 70508.

²  Capitalized terms not otherwise defined herein shall have the meanings given to them in the Motion.

Case 19-30923-hdh11 Doc 947 Filed 08/30/19 Entered 08/30/19 09:48:52 Page 2 of 4

Equity Committee’s issues pursuant to the terms of this Order; and this Court having jurisdiction to consider the Motion and the relief requested therein under 28 U.S.C. 157 and 1334; and this Court having determined that this is a core proceeding under 28 U.S.C. § 157(b)(2); and this Court having determined that venue of this proceeding and the Motion in this District is proper under 28 U.S.C. §§ 1408 and 1409; and this Court having determined that the Debtors’ notice of the Motion and opportunity for a hearing were adequate and appropriate under the circumstances and no other notice need be provided; and this Court having reviewed the Motion and having found and determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and this Court having determined that the relief sought in the Motion is in the best interests of the Debtors’ estates, their creditors, and other parties in interest; and upon all of the proceedings had before this Court; and after due deliberation and sufficient cause appearing therefor,

IT IS HEREBY ORDERED THAT:

1. The Motion is GRANTED, as set forth in this Order.

2. The Modifications, as further modified by this Order, comply with section 1127 of the Bankruptcy Code.

3. The Plan, as modified by the Modifications and this Order, complies with sections 1122, 1223 and 1129 of the Bankruptcy Code and is hereby confirmed.

4. Notwithstanding anything to the contrary contained in the Plan or the Modifications, Article III.B.10(b) of the Plan shall be deleted in its entirety and replaced with the following:

(b) Treatment: Class 10 Existing PHI Interests will be canceled, released, and extinguished as of the Effective Date, and will be of no further force or effect, and, pursuant to the Equity Committee Settlement Stipulation, each holder of an Allowed Class 10 Interest (other than Mr. Al A. Gonsoulin and his Affiliates, who shall be deemed to have waived any entitlement or distribution on account of any and all Existing PHI

2

Case 19-30923-hdh11 Doc 947 Filed 08/30/19 Entered 08/30/19 09:48:52 Page 3 of 4

Interests held or owned as of the Effective Date) shall receive (i) if such holder holds fewer than 250 shares of Existing PHI Interests, Cash in an amount equal to $0.50 per share or (ii) if such holder holds 250 shares or more of Existing PHI Interests, its Pro Rata share of Old Equity Settlement Warrants, as more fully described in Article IV.D.6 of the Plan.

5. The Debtors are not required to provide further disclosure in respect of the Modifications to the Plan or the amendments to the Plan made by this Order or to resolicit the votes of any creditors or equity security holders as a result thereof.

6. The Confirmation Order remains in full force and effect and shall apply to the Plan, as modified by the Modifications and this Order.

7. Any holder of an Existing PHI Interest in Class 10 that has accepted the Plan is deemed to have accepted the Plan, as modified by the Modifications and this Order, and such holder shall not have the opportunity to change its previous acceptance.

8. This Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation or interpretation of this Order.

# # # End of Order # # #

3

Case 19-30923-hdh11 Doc 947 Filed 08/30/19 Entered 08/30/19 09:48:52 Page 4 of 4

Order submitted by:

DLA PIPER LLP (US)

/s/ Daniel Prieto

Daniel Prieto, State Bar No. 24048744

1900 North Pearl Street, Suite 2200

Dallas, Texas 75201

Tel: (214) 743-4500

Fax: (214) 743-4545

Email: dan.prieto@dlapiper.com

-and-

Thomas R. Califano (admitted pro hac vice)

1251 Avenue of the Americas

New York, New York 10020

Tel: (212) 335-4500

Fax: (212) 335-4501

Email: thomas.califano@dlapiper.com

-and-

Daniel M. Simon (admitted pro hac vice)

David Avraham (admitted pro hac vice)

Tara Nair (admitted pro hac vice)

444 West Lake Street, Suite 900

Chicago, IL 60606

Tel: (312) 368-4000

Fax: (312) 236-7516

Email: daniel.simon@dlapiper.com

            david.avraham@dlapiper.com

            tara.nair@dlapiper.com

4

EX-99.3

Exhibit 99.3

PHI, Inc. Successfully Completes Chapter 11 Debt Restructuring

PHI and Its Principal U.S. Subsidiaries Are Now Well Positioned for Long-Term Success

with a More Sustainable Debt Structure and Strengthened Balance Sheet

LAFAYETTE, LOUISIANA, September 4, 2019 – PHI, Inc. (OTC: PHIIQ; PHIKQ) (“PHI” or the “Company”) today announced that the Company and its principal U.S. subsidiaries, including PHI Air Medical, have emerged from Chapter 11 bankruptcy protection, successfully completing the Company’s debt restructuring process and implementing the Chapter 11 reorganization plan confirmed by the U.S. Bankruptcy Court for the Northern District of Texas on July 30, 2019. PHI now believes that it has one of the industry’s leading debt structures and a strengthened balance sheet that positions it for long-term success.

“Our ability to successfully emerge from bankruptcy less than six months after our Chapter 11 filings and strengthen our balance sheet, while maintaining and continuing to expand our safety and service commitments, is a testament to the hard work of our talented employees and the strength of our relationships with our customers and partners,” PHI Chief Executive Officer Lance Bospflug said. “We have now reached all of the key goals that we set for ourselves at the beginning of this process – including a more sustainable debt structure and a stronger balance sheet. However, this milestone is just the beginning of what we plan to achieve moving forward. We have ambitious plans for our Company to support not only our customers and the industries we serve, but also to support our workforce – one of the most highly-skilled and committed workforces in the aviation services industry. We will continue to build on our successes and leadership position as we look to grow, to drive innovation and to better serve our customers for years to come.”

As a result of completing the bankruptcy process, the Company reduced its debt by approximately $500 million, with PHI’s former unsecured creditors now owning 100% of the Company’s equity, subject to dilution in connection with future stock issuances including issuances of incentive equity grants to key personnel and potential issuances of stock to the holders of certain warrants issued to former equity holders. In connection with this process, the Company also closed a $225 million new five-year term loan and received new equity capital from certain of its former unsecured creditors.

Upon closing, Mr. Al A. Gonsoulin retired from the role of Chief Executive Officer and Chairman of the Board of PHI. Mr. Lance Bospflug has transitioned from serving as President and Chief Operating Officer to become PHI’s new Chief Executive Officer and part of the Company’s new Board of Directors.

“I am honored with the responsibility to lead this storied company forward. On behalf of the Board of Directors and the entire PHI team, I want to thank Al Gonsoulin for his many years of dedicated service and important contributions to so many in our business,” Bospflug continued. “PHI has been a leader in aviation and continues to be recognized as being at the forefront of safety and operations globally. We are grateful to Al for all he has done for the industry and PHI, and we wish him all the best in his retirement.”

For additional information on the transactions consummated in connection with the Company’s emergence from bankruptcy, including the installation of a newly-appointed Board of Directors, please see PHI’s Current Report on Form 8-K, which is expected to be filed within the next couple of days, and the documents filed in connection with the bankruptcy process, available at https://cases.primeclerk.com/PHI.

Questions regarding distributions under the Company’s reorganization plan can be directed to the Company’s claims agent, Prime Clerk, at PHIinfo@primeclerk.com or +1 (844) 216-8745.

ABOUT PHI, INC.

PHI, Inc. is one of the world’s leading helicopter services companies, operating over 240 aircraft in over 70 locations around the world. Known industry wide for the relentless pursuit of safe, reliable helicopter transportation, PHI offers services to the offshore Oil and Gas, Air Medical applications, and Technical Services applications around the world. The highly trained pilots, maintenance technicians, clinicians and

diverse professional talent across the organization gives the company a great depth in all areas of operation and is composed of highly skilled, dedicated, and loyal employees. In addition to operations in the United States, the company has operated in 43 foreign countries and continues to operate for customers across the globe. PHI’s Headquarters are in Lafayette, Louisiana USA and PHI employs approximately 2,200 personnel globally.

Forward-Looking Statements

This release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this press release are “forward-looking” statements, as defined by (and subject to the “safe harbor” protections under) the federal securities laws. When used herein, the words “anticipates,” “expects,” “believes,” “seeks,” “hopes,” “intends,” “plans,” “projects,” “will” and similar words and expressions are intended to identify forward-looking statements. Forward-looking statements are based on a number of judgments and assumptions as of the date such statements are made about future events, many of which are beyond PHI’s control. These forward-looking statements, and the assumptions on which they are based, (i) are not guarantees of future events, (ii) are inherently speculative and (iii) are subject to significant risks and uncertainties. Actual events and results may differ materially from those anticipated, estimated, projected or implied by PHI in those statements if one or more of these risks or uncertainties materialize, or if PHI’s underlying assumptions prove incorrect. All of PHI’s forward-looking statements are qualified in their entirety by reference to PHI’s discussion of certain important factors that could cause PHI’s actual results to differ materially from those anticipated, estimated, projected or implied in those forward-looking statements.

Factors that could cause PHI’s results to differ materially from the expectations expressed in such forward-looking statements include, but are not limited to, the Company’s ability to achieve its stated goals, including those specified in its recently-implemented reorganization plan, the Company’s ability to implement operational improvement efficiencies, uncertainty regarding the Company’s ability to obtain additional capital in the future, uncertainty regarding the Company’s ability to attract and retain key personnel, uncertainty regarding the Company’s ability to retain its customer and vendor relationships, illiquidity in the trading of the Company’s newly-issued stock, as well as other risks referenced in PHI’s prior filings with the U.S. Securities and Exchange Commission.

Additional factors or risks that PHI currently deems immaterial, that are not presently known to PHI, that arise in the future or that are not specific to PHI could also cause PHI’s actual results to differ materially from its expected results. Given these uncertainties, investors are cautioned not to unduly rely upon PHI’s forward-looking statements, which speak only as of the date made. PHI undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or developments, changed circumstances, or otherwise. Further, PHI may make changes to its intentions or plans at any time, without notice and for any reason, and can provide no assurances as to the ultimate return on investment on securities recently issued in connection with its emergence from bankruptcy.

Media Contact:

Brad Deutser

(713) 850-2105

Investor Contact:

Trudy McConnaughhay

Chief Financial Officer

(337) 235-2452